Last updated 29 August 2025
These Conditions of Use ("Conditions") apply to any use of AuditBot's software and services, whether on a paid-for or free-to-use basis. The Conditions apply between the individual clicking to accept the Conditions ("the User" or "you") and AuditBot Limited, a company registered under the laws of England & Wales with registration number 15415170 whose registered office is at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ ("AuditBot", "us", "we" or "our").
1 INTERPRETATION
1.1 The following capitalised terms used in these Conditions have the definitions set forth below and the following rules of interpretation apply to these Conditions.
"Accounting Firm" means your accounting firm and/or the accounting firm or company that you work for;
"Accounting Firm Contract" the contract between the Accounting Firm and AuditBot for the provision of the Services in relation to a particular audit or the production of a particular set of accounts, each being an “Accounting Firm Contract".
"AuditBot Engagement" means a collection of Software Modules created and/or used by you;
"Authorised Users" those employees, agents and independent contractors of the Accounting Firm who are authorised by the Accounting Firm to use the Services and the Software, as further described in Condition 3.1.
"Back-Up Policy" our policy for backing up data in relation to the Services and Software.
"Contract" means the contract between the Accounting Firm and us for the provision of the Services, which consists of (1) the Order Form; and (2) the commercial terms which apply to paid-for software subscription services purchased from AuditBot;
"Customer Input Data" means the data inputted by you, the Accounting Firm, or by us on your or the Accounting Firm's behalf, for the purpose of using the Services or facilitating your use of the Services, including any data uploaded by you which relates to an End Client;
"Data" means Customer Input Data and End Client Input Data;
"Data Privacy Statement" means the statement on our website regarding the privacy of Personal
Data in relation to the Services and Software;
"Data Protection Legislation" all applicable data protection, privacy and electronic marketing legislation in force from time to time, including (but not limited to) the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426), the European General Data Protection Regulation (EU) 2016/679 as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, and any codes of practice or legislation relating to the same.
"Deliverables" means any reports, analyses, statistics, templates, benchmarking reports and data reviews provided by us as part of the Services;
"Effective Date" has the meaning set out in Condition 2.3;End Client means the end user client of the Accounting Firm, in respect of each AuditBot Engagement;
"End Client Input Data" means all data inputted directly by an End Client;
"End Client Terms" means the contract entered into between us and the End Client with respect to their use of the Software;
"Input Data" the data input by you, or by us on your behalf for the purpose of using the Services or facilitating your use of the Services, including any data uploaded by you which relates to the provision of services by your Accounting Firm and any of your data which is migrated to the Software as part of the Services.
"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; "International Transfer" has the meaning set out in Condition 5.7.5.
"Order Form" means the electronic order form agreed between AuditBot and the Accounting
Firm describing the fees and billing schedule in respect of the Software;
“Personal Data” means Personal Data as defined in the Data Protection Legislation.
"Services" means the subscription services provided by us to you via the Software;
"Software" means the AuditBot software application provided by us at
https://app.auditbot.co/, or such other website address, through which the Services and Deliverables are made available in each territory and of which you may be notified from time to time;
"Software Modules" means the modules available via the Software to be used in respect of a particular AuditBot Engagement, as set out in the Order Form;
“Term” a period not exceeding twelve months from the later of (a) commencement of the Contract and (b) the creation during that twelve month period described in (a) of an audit following the procedure set out in 3.1 involving hitting the ‘Save and Continue to Overview’ button. and
"Virus" means any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise or encrypting or transmitting the data); or adversely affect the user experience or adversely affect the user, including worms, Trojan horses, viruses, malware, spyware and other similar things or devices.
1.2 Clause headings shall not affect the interpretation of these Conditions.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular and a reference to one gender shall include a reference to the other genders.
1.6 Any words following the term including, include, in particular, for example or any similar expression shall be construed as illustrative only and shall not limit the sense of the words, description, phrase or term preceding those terms.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the Effective Date and shall include all subordinate legislation made as at the Effective Date under that statute or statutory provision.
1.8 Unless the context otherwise requires "Controller", "Processor", "Processing" (and "Process" shall be construed accordingly), "Personal Data", and "Data Subject" shall be interpreted and construed by reference to Data Protection Legislation.
2 Your obligations
2.1 By registering to use the Services via the Software, you agree to these Conditions, which will bind you. If you do not agree to these Conditions on registering to use the Services via the Software, we will not be able to provide the Services to you.
2.2 These Conditions apply to you to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.3 These Conditions will become effective on the date when we send you an acknowledgment of your subscription for the Services via the Software (Effective Date).
2.4 You expressly agree that unless we agree otherwise in writing, once you have subscribed to the Services, you will have no ability to identify and correct any input errors. You are responsible for ensuring that all information is correct and error free at the point of subscription.
2.5 You shall not allow any individual other than you to use the Services or the Deliverables.
2.6 You shall ensure that you shall keep a secure password for your use of the Services and Deliverables and that you shall keep your password confidential.
2.7 You are responsible for all use of the Services under your login account, regardless of whether the use is with your permission.
2.8 You acknowledge that we will be able to view a record of your activity and all Data.
2.9 You shall not transmit any Viruses to or via the Software or access, store, or distribute or any other material on or through the Software that:
2.9.1 is or may be unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.9.2 facilitates illegal activity;
2.9.3 depicts sexually explicit images;
2.9.4 promotes unlawful violence;
2.9.5 is fraudulent, in breach of regulatory requirements and applicable laws;
2.9.6 is discriminatory based on any protected characteristic including race, gender, colour, religious belief, sexual orientation, disability; or
2.9.7 is in a manner otherwise illegal or causes damage or injury to any person or property.
2.10 We reserve the right, without liability or prejudice to our other rights, to disable your access to any material that breaches any provision of the Contract.
2.11 You shall not:
2.11.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(a) and except to the extent expressly permitted under the Contract, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Deliverables (as applicable) in any form or media or by any means; or
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(c) access all or any part of the Services in order to build a product or service which competes with the Services or has substantially similar functionality to the Services whether for commercial purposes or for your own internal use; or
(d) use the Services and/or Deliverables to provide services to any third parties which are not
End Clients under an AuditBot Engagement; or
(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services or Deliverables available to any third party;
(f) commence the Term in respect of any audit before the expiry of the customer financial year to which the audit relates or
(g) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Deliverables, other than as provided under this Condition 2.
2.12 You shall use all reasonable efforts to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.
2.13 You shall:
2.13.1 provide us with all necessary access to such information as may be required by us to provide the Services, including Customer Input Data, names and details of those to be set up as additional users, details of the accounting standards you adopt and details of your IT systems;
2.13.2 comply with all applicable laws, regulations and all relevant regulatory and professional service standards with respect to your activities under the Contract and your services being delivered to End Clients;
2.13.3 carry out all other responsibilities set out in the Contract in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the parties, we may adjust any agreed timetable or delivery schedule as reasonably necessary;
2.13.4 obtain and shall maintain any necessary licences, consents, and permissions which we require from you to perform our obligations under the Contract, including without limitation the
Services;
2.13.5 be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and for any and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the User's network connections or telecommunications links or caused by the internet;
2.13.6 provide us from time to time with such details as we request regarding your processes and methodologies, testing approaches and sampling calculations used by you to perform your services to End Clients; and
2.13.7 notify us with immediate effect prior to you making any changes to your processes, methodologies, testing approaches and sampling calculations.
2.14 The use of an AuditBot Engagement to obtain End Client Input Data will, in each case, be subject to the End Client having agreed to the End Client Terms with us, and that agreement remaining in force at all times during which the Accounting Firm is providing services to the End Client which relate to the relevant AuditBot Engagement. If an End Client does not agree to the End Client Terms, the Software will be unable to receive End Client Input Data. The Services cannot be applied with respect to any services which the Accounting Firm is providing for that End Client for which a Software Module reliant upon End Client Input Data is to be used.
2.15 Where an End Client is not already a user of the Software, you will be required to provide such information on that End Client as is required to for the provision of the Services, including the contact email address for that End Client, for us to contact the End Client directly so as to create a profile for that End Client and ensure execution of the End Client Terms.
2.16 You must use the latest version of the Software and accept all updates to the Software. We do not customise the Software to specific customers. If we carry out any customisation, this will be subject to a separate contract between AuditBot and the Accounting Firm.
2.17 You hereby assign to us all Intellectual Property Rights in any content created by you as a modification or alteration to any of the Deliverables. This assignment shall be effective from the point at which such materials are uploaded to the Software.
2.18 You must not transfer via the Software or otherwise transfer to us any Personal Data other than the Personal Data required to enable you to access and use the Services via the Software.
3 USER SUBSCRIPTIONS
3.1 Subject to the terms and conditions of these Terms, AuditBot hereby grants to the Accounting Firm a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and Deliverables during the Term of the Accounting Firm Contract solely for the Accounting Firm’s 's internal business operations as necessary to perform the Accounting Firm Contract. AuditBot typically agrees to offer these licences as a bundle of audits - a pre-agreed volume of audits or audit credits issued for a fixed term - typically twelve months from the commencement of the subscription, paid monthly. The agreed subscription and/or licence fees may be subject to periodic price reviews during the fixed term when new features are released/deployed. These price increases will be effective for the remainder of the subscription term whether or not the new features are actually used by the Accounting Firm. A user registering on the AuditBot system will have to produce and register a credit or debit card which will be debited the monthly fee in advance and a registration fee of £1. Whether purchased as a one-off licence purchase or as a bundle of prepaid licences (“AuditBot Credits”) the licence commences and the AuditBot Credit is spent at the point the Accounting Firm, having inputted client details and date parameters and hits the ‘Save and Continue to Overview’ button. The AuditBot credits must be used within the fixed term.
3.2 In relation to the Authorised Users, the Customer undertakes that:
3.2.1 it will not allow or suffer any User Subscription to be used for more than one Accounting Firm Contract;
3.2.2 it will ensure that each Authorised User shall keep a secure password for their use of the
Services and Deliverables, and shall keep said password confidential;
3.2.3 it will ensure that the Authorised Users use the Services and the Deliverables in accordance with these Terms and the Conditions of Use, and shall be responsible for any Authorised User's breach of these Terms and/or the Conditions of Use;
3.2.4 it will maintain a written, up to date list of current Authorised Users and provide such list to
AuditBot within five (5) business days of AuditBot's written request at any time or times; and
3.2.5 it will immediately accept any requests made by AuditBot to use an application programme interface (“API”) for the purposes of allowing AuditBot to interact with, control, read files in and interrogate its financial management software. In order to accept the API it agrees to accept its ‘entering’ the software to read files and extract copies of documentation. It will immediately upon request also permit the API to extract other company files held on non-financial systems, for example so as access board minutes.
3.3 The rights provided under this Condition 3 are granted to you only, and shall not be considered granted to any of your subsidiaries, affiliated companies or holding companies.
4 SERVICES, SUPPORT AND TRAINING
4.1 We shall provide the Services and make available the Deliverables to you on and subject to these Terms.
4.2 We will use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except as follows. Regular maintenance, updates and bug fixes will necessarily involve some system downtime including during Normal Business Hours.
4.3 We will, as part of the Services and at no additional cost to you, use reasonable endeavours to provide you with our standard customer support services during Normal Business Hours in accordance with our Support Services Policy in effect at the time that the Services are provided. We may amend the Support Services Policy in our sole and absolute discretion from time to time.
4.4 Save for the standard customer support offered pursuant to Condition 4.3, we will not provide any further support or training to you. If you request any additional training we will provide you with a quote for those additional services.
5 DATA
5.1 You shall own all rights, title and interest in and to all of the Input Data.
5.2 You have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Input Data.
5.3 You hereby grant to us a perpetual, non-exclusive, royalty free, transferable, irrevocable worldwide, sub-licensable license to host the Input Data and use it to provide the Services and Deliverables; to access, view and manipulate the Input Data and use the Input Data for the purpose of providing other users of the Software or any other third parties,whether through machine learning or otherwise, and whether on commercial or non-commercial terms, with anonymized data derived from the Input Data, for the purpose of creation by us or by that third party of reports, benchmarking information, and other analyses based on the anonymized Input Data. You may opt out of the use of anonymized Input Data for the purpose of providing services to users of the Software or any other third parties. References to "Input Data" in this Condition 5.3 include any Intellectual Property Rights in or related to the Input Data.
5.4 You shall ensure that you have all necessary consents and permissions from any other third parties with respect to any Input Data, in so far as to procure the ability for us to use that Input Data in accordance with these Terms and you shall defend, indemnify and hold us harmless against all claims, actions, proceedings, losses, fines, damages, expenses and costs (including all court costs and legal fees) arising out of or in connection with your failure to obtain any such third party consents.
5.5 We will follow our back-up procedures for Input Data as set out in our Back-Up Policy, as the same may be amended by us in our sole but reasonable discretion from time to time. In the event of any loss or damage to Input Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Input Data from the latest back-up of such Input Data maintained by us in accordance with the back-up procedure described in our Back-Up Policy. We shall not be responsible for any loss, destruction, alteration or disclosure of Input Data caused by any third party (except those third parties sub-contracted by us to perform services related to Input Data maintenance and back-up). You should always retain a copy of the Input Data you upload to the Software.
5.6 We shall, in providing the Services, comply with our Privacy and Security Policy relating to the privacy and security of the Input Data available via the Software as such document may be amended from time to time by us in our sole discretion.
5.7 If we Process any Personal Data as part of the Input Data on your behalf when performing our obligations under these Terms, we each hereby record our intention that you shall be the Controller and we shall be a Processor. A description of our data Processing activities is set out in the Data Processing Details. The parties agree to comply with their respective obligations under the Data Protection Legislation. This clause is in addition to, and does not relieve, remove, or replace, a party's obligations under Data Protection Legislation. Furthermore:
5.7.1 we shall only Process such Personal Data as part of the Input Data as is strictly necessary to provide the Services in accordance with these Terms, the instructions created on your part as described in these Terms, or in accordance with your express written instructions from time to time, and shall not Process this Personal Data for any other purposes unless we are subject to an obligation under the laws of England and Wales, Scotland and Northern Ireland (including Data Protection Legislation) in which case we shall (unless prohibited by law on important grounds of public interest) notify you of that legal obligation before Processing the Personal Data;
5.7.2 you shall ensure that you are entitled to transfer the relevant Personal Data to us so that we may lawfully use, process and transfer the Personal Data in accordance with these Terms on your behalf;
5.7.3 you shall ensure that the relevant third parties and Data Subjects, have been informed of, and a lawful basis has been established for, such use, processing, and transfer as required by all applicable Data Protection Legislation, as well as their rights under the same;
5.7.4 we may subcontract the Processing of Personal Data to any third party (a
"Subprocessor"). We shall notify you of each Subprocessor that we intend to subcontract the
Processing of Personal Data to and will ensure that we have in place an agreement with the
Subprocessor that provides no less protection for Personal Data than those set out in these Terms. We shall remain responsible for the acts and omissions of our Subprocessors. We shall notify you of any changes in Subprocessors thus giving you a reasonable opportunity to object.
5.7.5 the parties acknowledge that Personal Data may be transferred or otherwise processed or transferred outside the United Kingdom ("International Transfer") by AuditBot including by any Subprocessors engaged in accordance with these Terms, provided that such International Transfer is made in compliance with Data Protection Legislation, including , if applicable, by adoption of an International Transfer mechanism that complies with Data Protection Legislation to ensure there is an adequate level of protection with respect to the privacy rights of individuals as required by Data Protection Legislation;
5.7.6 we shall provide reasonable assistance to you in complying with your obligations under Data Protection Legislation in respect of Personal Data, including assisting you in complying with a Data Subject's right to access, deletion and portability;
5.7.7 we shall promptly comply with any request from you requiring us to access, amend, transfer or delete Personal Data in our possession;
5.7.8 if receive any complaint, notice or communication (from either a data protection regulator or a Data Subject) which relates directly or indirectly to the Processing of Personal Data or to either party's compliance with Data Protection Legislation, we shall notify you without undue delay and we shall provide you and the regulator (if applicable) with full co-operation and assistance in relation to any such complaint, notice or communication;
5.7.9 we shall not disclose Personal Data to any Data Subject or to a third party other than at your request, or if we reasonably believe that disclosure is necessary to protect our company's rights and/or to comply with a judicial proceeding, court order or legal process;
5.7.10 we shall notify you without undue delay upon becoming aware of any unauthorised or unlawful Processing, loss of, damage to or destruction of any Personal Data;
5.7.11 we shall use reasonable endeavours to comply with any reasonable codes of practice or policies of yours relating to Personal Data, as notified to us from time-to-time;
5.7.12 we shall maintain records of Processing carried out in respect of Personal Data;
5.7.13 we shall, taking in account the state of the art and measures at our disposal, take appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data or its accidental loss, destruction or damage. Such measures shall include:
(a) the pseudonymisation and\or encryption of Personal Data;
(b) measures to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
(c) ensuring that all individuals, parties, employees or other persons / entities with access to Personal Data are bound by industry standard confidentiality obligations which include keeping such Personal Data confidential;
(d) measures to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident;
(e) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the Processing; and
(f) conducting data protection impact assessments for system development activities as required;
5.7.14 subject to Condition 6.3, upon conclusion of the Personal Data Processing activities contemplated by these Terms, and to the extent technically possible, we will securely return or securely destroy the Personal Data and all copies in our power, possession or control, unless we are required to keep such Personal Data for our compliance with applicable law; and
5.7.15 subject to the requirements of commercial and data confidentiality, we will make available to the Controller such information as is reasonably required to demonstrate compliance with this Condition 5.7 and Data Protection Legislation. This includes allowing for, and contributing to, audits and inspections carried out by the Controller, or by an auditor appointed by the Controller provided that the scope of the audit and manner in which it is conducted will be agreed between the parties in advance and provided further that such audits shall be limited in frequency to a maximum of one (1) per annum and that the Controller shall ensure that the conduct of each audit does not unreasonably disrupt our business. You agree to act reasonably and in good faith in exercising your audit rights under this Condition 5.7.15. Our costs and expenses incurred in assisting you with each audit shall be borne by you.
5.8 To the extent that any of the Services involve the migration of data, we will use reasonable efforts to ensure the accurate migration of any data, but give no warranties as to the completeness or accuracy of such migration.
6 CONCLUSION OF AuditBot ENGAGEMENT AND ACCESS
6.1 You shall be entitled to access the Software and obtain the benefit of the Services with respect to each AuditBot Engagement until such time as the archiving of the AuditBot Engagement on the Software has taken place.
6.2 You will have a period as set out in condition 6.3 to export any Input Data, information, copies of Deliverables or records from the Software.
6.3 We will store all Data and Deliverables (excluding machine learning and anonymised use permitted by Condition 5.3 in which case it will be retained for the period as is necessary for the purpose for which it is being processed) for a minimum period of twenty-eight (28) days and thereafter for so long as AuditBot shall reasonably require its retention for the purposes of performing its obligations under each AuditBot Engagement via the Software. We will destroy or otherwise dispose of all Data after this period and we will not be able to satisfy any requests for backups or access to Data. You acknowledge that you are responsible for retaining a copy of the Data for your own retention purposes.
7. PROPRIETARY RIGHTS
7.1 Except to the extent the following contain Input Data, with respect to which the provisions of
Condition 5.3 shall apply, you acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Services and the Deliverables. Except as expressly stated herein, these Terms do not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licenses in respect of the Services or the Deliverables.
7.2 We confirm that we have all the rights in relation to the Services and the Deliverables that are necessary to grant all the rights we purport to grant under, and in accordance with, these Terms.
7.3 Your license under Condition 3.1 is not exclusive. We may perform services for your competitors or for other parties whose interests may conflict with yours. We will comply with our obligations under Condition 11.
7.4 Further to Condition 5.3 you hereby grant to us a perpetual, non-exclusive, royalty free, transferable, irrevocable worldwide, sub-licensable licence in respect of all lntellectual Property Rights in the Input Data from the point at which such materials are uploaded to the Software, to allow us to use the same for the provision of goods and services by us to third parties, in such manner as we see fit including for the purpose of creation by us or by that third party of reports, benchmarking information, and other analyses based on the anonymised Input Data.
7.5 You hereby assign to us all Intellectual Property Rights in any content created by you as a modification or alteration to any of the Deliverables. This assignment shall be effective from the point at which such materials are uploaded to the Software.
7.6 To the extent that you provides AuditBot with any suggestions or feedback regarding the Services or the Software ("Feedback") you hereby grant to AuditBot a perpetual, non-exclusive, royalty free, transferable, worldwide, sub-licensable licence to copy, use and modify such Feedback and to make, have made, use, import, offer to sell and sell products and services incorporating the Feedback.
8 DELIVERABLES
8.1 We may from time to time and as part of the Services described, provide you with
Deliverables. You acknowledge that all Deliverables created are based on the Data, and the Deliverables which we produce will accurately reflect the Data. However, we accept no responsibility for checking the accuracy or completeness of the Data itself, and therefore the factual accuracy of the Deliverables. Where we agree to provide validation checks or reconciliations as part of the Services, these will only be provided against the Data, in respect of which we are not responsible for the validity, accuracy or completeness.
8.2 You are responsible for checking and ensuring the validity, factual accuracy and completeness of all Input Data and for liaising with the Accounting Firm and Authorised Users as required. The Accounting Firm is responsible for checking and ensuring the validity, factual accuracy and completeness of all other Data.
8.3 We hereby grant you a limited, non-exclusive, non-transferable, irrevocable license to use the Deliverables in accordance with these Terms solely for your own internal business purposes only.
8.4 You acknowledge that you will not gain any right, title or interest in any Trade Marks or associated goodwill, which shall accrue automatically to us. All goodwill arising in relation to the use of the Trade Marks shall accrue to us. Upon request, you shall execute all documents requested by us to confirm this.
8.5 You shall ensure that all relevant Trade Marks and acknowledgements of our rights in and to the Trade Marks and authorship of the Deliverables are not removed from any of the Deliverables.
9 CONFIDENTIALITY
9.1 Each of us ("Recipient") may be given access to Confidential Information from the other ("Discloser") in order to perform our obligations under these Terms. A party's Confidential Information shall not be deemed to include information that:
9.1.1 is or becomes publicly known other than through any act or omission of the Recipient;
9.1.2 was in the Recipient's lawful possession before the disclosure;
9.1.3 is lawfully disclosed to the Recipient by a third party without restriction on disclosure;
9.1.4 is independently developed by the Recipient, which independent development can be shown by written evidence; or
9.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
9.2 Except where use and disclosure is otherwise permitted in accordance with these Terms:
9.2.1 the Recipient shall hold the Discloser's Confidential Information in confidence and, unless required by law or required or permitted by these Terms, not make the Discloser's Confidential Information available to any third party, or use the Discloser's Confidential Information for any purpose other than the implementation of these Terms; and
9.2.2 the Recipient shall take all reasonable steps to ensure that the Discloser's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms.
9.3 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
9.4 You will not make, or permit any person to make, any public announcement concerning these Terms without our prior written consent, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
9.5 In the event that the Recipient is required to disclose Confidential Information on account of a law, by any court of competent jurisdiction or by any regulatory or administrative body, and to the extent permitted by law, the Recipient must provide written notice to the Discloser prior to such disclosure, and such written notice must provide the Discloser a reasonable period of time to object to such disclosure of its Confidential Information.
9.6 You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information.
9.7 This Condition 9 shall survive termination of the Contract, however arising.
10 INDEMNITY
10.1 You shall defend, indemnify and hold us harmless against all claims, actions, proceedings, losses, fines, damages, expenses and costs (including all court costs and legal fees) arising out of or in connection with your use of the Services and/or Deliverables, including but not limited to any claims brought by any third party against us, as a result of the use of, or outputs arising from, the Services and/or Deliverables. You shall also procure that no claim is brought by any of your Affiliates and will indemnify us from any claim which is brought by any of them to the extent that it exceeds the limits set out in Condition 11 below.
10.2 Subject to Condition 11.5, we shall defend you, your officers, directors and employees against any claim that the Services infringe any United Kingdom patent, or United Kingdom copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgement or settlement of such claims, provided that:
10.2.1 we are given prompt notice of any such claim;
10.2.2 you take reasonable steps to mitigate your losses;
10.2.3 you provide us with reasonable co-operation in the defence and settlement of such claim, at our expense; and
10.2.4 we are given sole authority to defend or settle the claim.
10.3 In the defence or settlement of any claim, we may procure the right for you to continue using the Services or Deliverables, replace or modify the Services so that they become non-infringing or, provide you with access to another Software Module and/or level of our Services, which is unaffected by such claim. If such remedies are not reasonably available, we may terminate your use of the Services and Deliverables on giving you at least two (2) business days' notice without any additional liability or obligation to pay you any liquidated damages or other additional costs.
10.4 In no event shall we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:
10.4.1 a modification of the Services or the Software by anyone other than us;
10.4.2 your use of the Services or the Software in a manner contrary to the instructions given to you by us; or
10.4.3 your use of the Services or the Software after notice of the alleged or actual infringement from us or any appropriate authority.
10.5 Subject to Condition 11.4, the foregoing states your sole and exclusive rights and remedies, and our entire obligation and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
11 LIMITATION OF LIABILITY
11.1 We have no responsibility to any person other than you pursuant to these Terms.
11.2 This Condition 11 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you (which term for the purposes of Conditions 10 and 11 includes all companies in the same group of companies as you
(“Affiliates”):
11.2.1 arising under or in connection with these Terms;
11.2.2 in respect of any use made by you of the Services, the Software and the Deliverables or any part of them; and
11.2.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.
11.3 Except as expressly and specifically provided in these Terms:
11.3.1 you acknowledge that the Services and Deliverables are not a substitute for professional judgement and common sense; you assume sole responsibility for results obtained from the use of the Services and Deliverables, and for conclusions drawn from each of the same, and their use. We shall have no liability for any damage caused by errors or omissions in any information, instructions provided to us in connection with the Services (including any Input Data and any Data submitted by the Accounting Firm), or any actions taken by us at your direction;
11.3.2 you have sole responsibility for determining whether the Services and Deliverables are suitable for your own use and/or fit for your requirements;
11.3.3 all warranties, representations, Terms and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
11.3.4 the Services and Deliverables are provided to you on an "as is" basis.
11.4 Nothing in these Terms excludes our liability:
11.4.1 for death or personal injury caused by our negligence; or
11.4.2 for fraud or fraudulent misrepresentation.
11.5 Subject to Condition 11.4:
11.5.1 we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and
11.5.2 our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the fees paid to us by the Accounting Firm under the Accounting Firm Contract.
12 TERMINATION
12.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
12.1.1 the other party commits a material breach of any other term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy such breach within a period of ten (10) days after being notified in writing to do so;
12.1.2 the other party repeatedly breaches any of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these Terms;
12.2 We will be entitled to terminate the Contract if you suffer a change of Control.
12.3 On termination or expiration of the Contract for any reason:
12.3.1 if the AuditBot Engagement remains unarchived, the provisions of these Terms shall remain in full force and effect and you shall be entitled to use the Software, until such time as the AuditBot Engagement has been archived pursuant to Condition 6;
12.3.2 each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party (other than such items as are required to be retained in order to comply with document retention policies);
12.3.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these
Terms which existed at or before the date of termination shall not be affected or prejudiced.
12.4 At the end of the retention period for each AuditBot Engagement as described in Condition
6:
12.4.1 we will destroy or otherwise dispose of all Data and Customer Content in our possession in accordance with Condition 6, and we will not be able to satisfy any requests for backups or access to Data after this time;
12.4.2 all licences granted to you under these Terms and Conditions shall immediately terminate and the provisions of the Terms and Conditions shall no longer apply.
13 GENERAL
13.1 Non Solicitation
You shall not, for the duration of the Contract, and for a period of six (6) months following termination or expiry of the Contract, directly or indirectly induce or attempt to induce any of our employees who have been engaged in the provision, receipt, review or management of the Services or otherwise in connection with the Contract to leave our employment.
13.2 Variation
No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.3 Waiver
No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.4 Rights and remedies
Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
13.5 Severance
If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
13.6 Entire Agreement
These Terms constitutes the whole agreement between us and supersede any previous arrangement, understanding or agreement between us relating to the subject matter it covers. We both acknowledge and agree that in entering into the Contract neither of us relies on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Terms or not) relating to the subject matter of the Contract, other than as expressly set out in these Terms.
13.7 Assignment
You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any your rights or obligations under the Contract. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the Contract.
13.8 No partnership or agency
Nothing in these Terms is intended to or shall operate to create a partnership between us, or authorise either of us to act as agent for the other, and neither of us shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
13.9 Third party rights
These Terms do not confer any third-party beneficiary rights on any person or party (other than each of us, and, where applicable, each of our successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
13.10 Notices
Any notice required to be given under the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the addresses set out for each of us when you register to use the Services via the Software, or such other address as may have been notified for such purposes in accordance with this Condition. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of delivery.
13.11 Dispute Resolution
If a dispute arises out of or in connection with the Contract or the performance, validity or enforceability of it (including non-contractual disputes or claims) (Dispute"), either of us shall be entitled to give to the other a written notice of the Dispute setting out its nature and full particulars. Following service of the dispute notice, we shall each nominate a director or senior officer who shall seek, in good faith, to resolve the Dispute.
14. GOVERNING LAW AND JURISDICTION
The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).