Terms of Service

These Terms of Service ("Terms") are a contract between Amaesa Tax Ltd ([company number — to be added on incorporation]) of [registered office address — to be added once incorporated], trading as Amaesa Tax ("we", "us", "our"), and the accountancy firm or practitioner registering for an account ("Customer", "you", "your"). By creating an account, or by any staff member of yours accessing the platform, you accept these Terms on behalf of your firm.

These Terms are business-to-business terms. If you're the client of a Customer using Amaesa Tax's client portal, your relationship with your accountancy firm — not with us — governs the underlying services they provide to you; section 6 explains our role in that relationship.

• "Agreement" means these Terms together with any order form, the Privacy Policy, the Acceptable Use Policy, and the data processing terms referenced in section 9.
• "Client" means an individual or entity for whom the Customer provides accountancy services and who is given access to the client portal.
• "Client Data" means personal, tax, financial, employment, company and due-diligence data relating to a Client, submitted to the Services by or on behalf of the Customer.
• "Services" means the Amaesa Tax platform, including the firm portal, client portal and app, and each module (Self Assessment, VAT, Payroll, Accounts & Corporation Tax, Bookkeeping, Company Secretarial, AML/KYC).
• "Subscription" means the plan (Starter, Practice, Growth or Scale) the Customer selects, and the fees payable for it.
• "Content" means any data, documents, or other material the Customer or a Client submits to the Services.

The Services are intended for UK accountancy and bookkeeping practices and their clients. By registering, you confirm that you're authorised to bind your firm, that the information you provide is accurate, and that your firm holds any licence, registration, or professional body membership required to provide the accountancy services you use the platform for — including, where applicable, supervision under MLR 2017 for anti-money laundering purposes.

You're responsible for keeping your account credentials confidential and for all activity carried out under your account, subject to our Acceptable Use Policy.

We provide software that helps you capture information, run calculations, prepare documents, and submit filings to HMRC and Companies House at your instruction. Modules are enabled per Customer and can be switched on independently. We may update, add to, or reasonably modify the Services from time to time, provided we don't materially reduce the core functionality of a module you're subscribed to without reasonable notice.

Amaesa Tax is a software tool, not a substitute for your own professional judgement. Our calculation engines apply UK tax rules as we understand them for the relevant tax year, but you remain solely responsible for:

• reviewing every computation, return, and filing before it's submitted;
• the accuracy and completeness of the data entered into the Services;
• complying with the standards, guidance, and rules of your own professional body (for example, ICAEW, ACCA, AAT, ATT or CIOT) and with MLR 2017 where applicable; and
• every filing made to HMRC or Companies House through the Services, which is made at your instruction and under your authority as agent, not ours.

Nothing in the Services constitutes tax, legal, or accountancy advice from us to you or to any Client.

You control who is invited to the client portal and what they can see. As between you and your Client, you remain responsible for the accountancy services you provide; our role is to provide the technology that lets your Client upload documents, respond to requests, e-sign, and view the status of their engagement with you.

Subscription fees are billed as set out on your order form or the pricing you agreed with us, in advance, via our payment processor. If a payment fails, access steps down gradually rather than being cut off immediately: active, then past due, then restricted (read-only), then locked. Your Clients retain read-only access to their own shared and locked-final documents at every stage. We'll make reasonable efforts to notify you before each step and to give you the chance to update your payment details or contact us.

Fees are exclusive of VAT, which we'll add where applicable. Except where required by law or expressly stated, fees are non-refundable.

Where we offer a free trial, it's provided "as is" without warranty and may be limited or withdrawn at any time. You may cancel your Subscription at any time with effect from the end of the current billing period; we don't provide pro-rated refunds for a partial period except where required by law.

Our respective data protection obligations are set out in our Privacy Policy. In summary: for Client Data, you are the controller and we are the processor, acting only on your documented instructions and subject to the obligations of Article 28 UK GDPR, including confidentiality, security measures appropriate to the risk, engaging sub-processors only as disclosed on our Sub-processors page (with the right to object to a new one on reasonable grounds), assisting with data subject requests, and deleting or returning Client Data at the end of our relationship, subject to any retention we're required to apply by law.

We and our licensors own all intellectual property rights in the Services, including the software, calculation engines, and design. We grant you a non-exclusive, non-transferable licence to use the Services during your Subscription, for your own internal business purposes and those of your Clients. You and your Clients retain all rights in the Content you submit; you grant us a licence to host, process, and display it solely to provide the Services to you.

Use of the Services is subject to our Acceptable Use Policy, which forms part of this Agreement.

The Services integrate with third parties including HMRC, Companies House, Stripe, and AML/identity verification providers. We aren't responsible for the availability, accuracy, or performance of these third-party services, and your use of them (for example, submitting a filing to HMRC) is subject to their own terms in addition to ours.

We use reasonable endeavours to keep the Services available and to provide support in line with your Subscription plan, but we don't guarantee uninterrupted availability. We may suspend access for scheduled maintenance, security reasons, or where reasonably necessary, and we'll give notice where practicable.

Each party will keep the other's confidential information confidential and use it only to perform this Agreement, except where disclosure is required by law or by a regulator, or the information was already known, independently developed, or becomes public through no fault of the receiving party.

We warrant that we'll provide the Services with reasonable skill and care. Except as expressly stated in this Agreement, and to the fullest extent permitted by law, the Services are provided "as is", and we exclude all other warranties, whether express or implied, including as to accuracy, fitness for a particular purpose, or that the Services will be error-free — you remain responsible for reviewing every computation before it's relied upon or filed, as set out in section 5.

Nothing in this Agreement excludes or limits either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.

Subject to that, our total liability arising out of or in connection with this Agreement in any 12-month period is limited to the fees paid by you in that period, and we're not liable for indirect or consequential loss, loss of profit, loss of business, or loss of data, even if foreseeable. Nothing in this section limits our liability for a breach of our data protection obligations to the extent it can't lawfully be excluded.

You'll indemnify us against claims, losses, and reasonable costs arising from your breach of this Agreement, your misuse of the Services, or Content you or a Client submit that infringes a third party's rights or breaches applicable law, except to the extent caused by our own breach of this Agreement.

This Agreement continues for the duration of your Subscription. Either party may terminate for the other's material breach that isn't remedied within 30 days of written notice, or immediately for insolvency-type events. On termination, your access ends, and we'll make Content available for export for a reasonable period (at least 30 days) before deletion, subject to any retention we're required to apply by law or described in our Privacy Policy.

Neither party is liable for delay or failure to perform caused by events outside its reasonable control, including failures of HMRC, Companies House, or other third-party systems we integrate with.

We may update these Terms from time to time. The "last updated" date at the top always reflects the current version; where a change is material, we'll give reasonable notice before it takes effect. Continued use of the Services after a change takes effect means you accept the updated Terms.

This Agreement, and any dispute arising out of or in connection with it, is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, save that either party may seek injunctive relief in any competent jurisdiction where necessary to protect its rights.

• Neither party may assign this Agreement without the other's consent, except to a successor of substantially all its business.
• If any provision of this Agreement is found unenforceable, the rest continues in effect.
• A failure to enforce any right isn't a waiver of it.
• This Agreement, together with the documents it references, is the entire agreement between the parties and supersedes any prior agreement on the same subject.
• A person who isn't a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
• Notices under this Agreement should be sent to the contact details in section 23, or to the email address associated with your account.

Amaesa Tax Ltd ([company number — to be added on incorporation])
[registered office address — to be added once incorporated]
legal@amaesa.co.uk