BrightBooks Terms and Conditions

Terms and Conditions for subscription to BrightBooks Accounting Software Services

1. Parties

This Subscription Agreement is made between Bright SG Limited (Reg. in UK:4664435/Reg. in Ireland: 186005), (t/a BrightBooks). “We”, “us” or “our” expressions include our Third Party Providers, Successors, Subsidiaries, Agents and Assigns) AND “you” as or on behalf of the “Subscriber” and your “Authorised Users” once you have subscribed online for our services and provided us with details of who you and your Authorised Users are in your Registration Details completed as part of your subscription for the services covered by this Agreement and is subject to your continued payment of the appropriate Subscription Charges (as defined in Clause 2 below). Unless separately specified, we and you are jointly referred to as the “Parties” in this Agreement.

Bright SG Limited is an agent of Plaid Financial Ltd., an authorised payment institution regulated by the Financial Conduct Authority under the Payment Services Regulations 2017 (Firm Reference Number: 804718). Plaid provides you with regulated information services through Bright SG Limited as its agent.

2. Definitions

In this Agreement, the following expressions will have the following meanings:

a. ‘Agreement‘ and/or ‘Subscription Agreement’ means these terms and conditions together with your Registration Details and any additional or amended agreements, terms, conditions or licences, either attached or later added or adopted, whether accepted by click-wrap by you, or entered into by the Parties by ‘wet ink’, digitally, electronically, and/or concluded by exchange of email between the Parties or agreed constructively by you via shrink-wrap, web-wrap, click-wrap, click-through licences (all of which will be deemed to be part of the Registration Details ) or by you using or continuing to use the Services.

b. ‘Authorised Users’ means your employees, agents, contractors or advisers who are authorised by you to use the Services.

c. ‘Registration Details’ means the specific details which you have completed in our online registration form when you subscribed for the Service. This contains your details, the Services and Software selected by you, the maximum number of Authorised Users that may access and use the Services on your login, Subscription Charges based on that number, server storage space, (if applicable), which you estimate you will need for your use and such other details as we may require.

d. ‘Services’ means the Cloud-based software subscription services made accessible to you and your Authorised Users by us via our website https://brightsg.com/surf-accounts. The Services are specifically detailed on our website, in the relevant Subscriber/User information or the Product Features section and/or as selected by you in your online Registration Details.

e. ‘Software‘ means the software IT element of the Services which will allow you an access to the parts of the Service selected by you and/or other software (but excluding software provided by Third Parties) which is required for access, use and/or support of the Services and is software provided by us as part of the Services.

f. ‘Subscription Charges’ means those fees and charges which are payable by you to us for the Services selected by you including, but not limited to the licence fee to use the BrightBooks Software and (wherever applicable) for use of other products, features and/or services whether our own or those of Third Party Providers. Fees and charges can also be levied based on the number of Authorised Users, Data Storage usage and other variables as specified by you in the Registration Details.

g. ‘Subscriber Data’ means all information related to you and your Authorised Users’, transaction details, data, content, trademarks, product lists, customer and supplier details, prices and other data or material (but not our template designs and formats) created by you or your Authorised Users in whatever format through using the Services in accordance with this Agreement and which is owned by you or, at your option, by your Authorised Users.

h. ‘Term’ has the meaning, as set out in Clause 17 below.

i. ‘Third Party Providers’ means parties, other than BrightBooks, that provide any part of or access to the Services that are integrated with and accessible via BrightBooks’ cloud-based Subscription Agreement. To use these Third-Party Provider services the Subscriber may have to enter into a separate contractual agreement with or accept the terms and conditions of the Third-Party Provider. The Subscriber is liable to the Third-Party Provider for the payment of any charges or fees levied to access or use their part of the Services unless such fees are incorporated into the BrightBooks Fees and Charges. BrightBooks also reserves the right to enter into a fee-sharing arrangement with a Third-Party Provider in respect of any business introduced directly or indirectly by us. Details of the Third-Party services available to Subscribers can be accessed in the User/Subscriber information or the product features section of the BrightBooks website.

3. Subscription to BrightBooks cloud-based services

a. Upon acceptance of the terms and conditions of this Agreement by you clicking the “Accept” button or whether we mutually agree to accept this Agreement in any other manner whether in ‘wet ink’, digitally, electronically or concluded by exchange of email, followed by payment of the appropriate Subscription Charges in the manner stipulated in the Registration Details, we, hereby grant to you a non-exclusive, non-transferable and revocable subscription right and the licence to access and use the Services for yourself and by each of your Authorised Users solely for your own internal business during the Term of this Agreement.

b. To access and use the Services, we will provide you with a secure login through which you and your Authorised Users will be required to create unique usernames and passwords. You are solely responsible for safeguarding the same and undertake to indemnify us in the event we suffer any loss or damage whatsoever because of the use, misuse or negligent use or disclosure of the same by you or your Authorised Users.

c. We may provide you with other materials from time to time, necessary for use and/or support of the Services including software, “Apps”, instruction guides, training, support procedures, documentation, information sheets and other materials. You will implement/comply with our directions for the use/implementation of the same.

d. Where Software is required by you to access and use the Services, including but not limited to a mobile phone “App” (where available), we (and/or where applicable, our Third-Party Providers) hereby grant and you hereby accept a non-exclusive, non-transferable and revocable licence to use the Software or App solely for the purposes of accessing and using the Services subscribed by you and covered by this Agreement. We may update the Software or App from time to time with or without notice to you but which you will be able to read and to click “Accept” on next use.

e. To the extent necessary to provide the Software and Services to you in the manner contemplated by this Agreement, you hereby grant us and (wherever applicable), our Third Party Providers, a worldwide, royalty-free and non-exclusive licence to access your computer systems, devices and software connected to the Services as well as your Subscriber Data and/or to use, reproduce, distribute, adapt, vary, modify or translate your Subscriber Data, together with all necessary other rights including but not limited to changing the size, shape or format of your Subscriber Data to better store, host or display it to you and your Authorised Users, and to protect you, your Authorised Users and the Services from abuse, misuse, hacking, interception and improve the Services and our products generally.

4. Subscriber and authorised users’ use of the services

a. You have set out in the Registration Details, the maximum number of Authorised Users who may access and use the Services and have paid the Subscription Charges based on that number. If this is exceeded or is required by you to be increased, then you must notify us and pay the additional charges relating to the same from the date of the first exceeded use. We may deny you access to the Services in accordance with clauses 7(c) and 9(e) as well as other provisions of this Agreement, until these defaults are rectified.

b. You will be solely responsible and liable for your own use and for that of each Authorised User of the Services and will keep an up-to-date record of all such users and ensure that they are trained in the use of the Services including but not limited to password confidentiality, change frequency and site security.

c. You will not yourself and will ensure that no Authorised User will input, access, store, transmit or distribute any viruses or malicious, illegal or harmful content or content that may cause distress, injury or damage to any person or property.

d. You will not yourself and will ensure that no Authorised User will attempt to disable, copy, duplicate, reverse engineer, extract, download, distribute, frame or re-publish any part or whole of the Services, Software, documentation, guides or other proprietary information or any database of information which may be available by access to/extraction from or by use of the Services including but not limited to Third Party Provider services.

5. Subscriber data

a. You retain all ownership of and intellectual property rights to your Subscriber Data to the extent that you own the same.

b. You are solely responsible for the security, confidentiality, legality, accuracy, completeness and use of the Subscriber Data and you undertake to comply with your data protection legislative obligations and to indemnify us fully if we or any of our Third-Party Providers suffer any loss or damage whatsoever because of your use of the Services and your Subscriber Data in accordance with clause 16 below.

c. You will be solely responsible for making regular back-ups of your Subscriber Data.

6. If we host your subscriber data

Where we are hosting your Subscriber Data:

a. You will have a secure area in the BrightBooks’ system to access, use and store your Subscriber Data. You are solely responsible for using a secure, encrypted connection to communicate with the BrightBooks Services always.

b. You grant us the permission to host, store and back-up the Subscriber Data in whatever manner we deem appropriate and to carry out all such tasks necessary to provide the Services in accordance with this Agreement including but not limited to the rights specified in clause 3(e) above.

c. You undertake for yourself and for each of your Authorised Users not to upload any virus or other malware or perform or allow any of the acts referred to in clause 4(c) or (d) above into the Services or the BrightBooks system and acknowledge that you will be solely liable for all loss or damage caused to the us or to our other subscribers, clients, Third Party Providers and other providers to the Services or system which are affected by your contravention of this provision or any other provision in this Agreement.

d. Where we are processing any of your Subscriber Data on behalf of you, both of us as the parties to this Agreement agree that you will be the ‘data controller’ and we will be the ‘data processor’ under the applicable data protection legislation and for such purposes you warrant that you are fully and legally entitled to create, use, store and disclose your Subscriber Data to us and that you have obtained all necessary consent of the parties whose data you maintain for the purposes of this Agreement and that we may transfer, store, copy or process such data outside the EEA if necessary, in order to provide the Services.

e. You have selected in the Registration Details, the server storage space which you estimate that you will need for your use. If this is exceeded or about to be exceeded, we will advise you and you will be required to increase the storage and pay any additional fees due.

f. We use the cloud hosting services of a reputable Third-Party Provider and the details of their terms and conditions, which will be accessible to you on our website and will relate to all aspects of hosting, storage, connectivity, security and privacy applicable to you, your Authorised users and your Subscriber Data.

7. Account and access data

a. You are solely responsible for ensuring that all Registration Details and contact information supplied to us are true and accurate always and are kept updated by you. By so doing, you consent to receive and transact with us and our Third-Party Providers by electronic communications. You agree that we and/or our Third-Party Providers may send electronic communications relating to the Services, Software, other products and services, documentation, upgrades or support.

b. You are also solely responsible for ensuring the security and confidentiality of all user names, passwords and/or other login information used by you in any way in relation to the Services, Software, documentation, support and/or upgrades (“AA Data”) and you undertake to prevent unauthorised access or use of the same. You will be solely liable to us for any breach of this provision and for all and any loss which we and/or our Third-Party Providers may suffer because of such breach.

c. You agree that we will have the right to deny you or any Authorised User or other party using the AA Data, access to the Services, the Software, documentation or other services which we have reason to believe is unauthorised or non-compliant or if you exceed the limit on your storage or file size allowed by the Services.

d. Notwithstanding your obligation to keep the information updated and to protect the security and confidentiality of the same, you hereby grant to us and our relevant Third Party Providers permission to obtain and use your Subscriber Data and other information which we deem necessary for the proper performance of the Services including but not limited to Subscriber IP address(es), company name, Licence number(s), location, Registration Details, etc., to enable us to provide the Software and Services efficiently and to monitor the use of the same for security and compliance with this Agreement.

8. Agreement on change requests

a. You may change the hosting arrangements, number of Authorised Users, engines, storage capacity or other details in the Registration Details by notifying us and payment of the appropriate additional fees as advised by us.

b. You agree that any other changes to this Agreement including without limitation: changing/adding of Services and/or Software, enhancements/upgraded versions of the Services, the Software, additional or changed Subscribers, variation to fees or charges, Term or any other variations hereto may be subject to additional payment and such changes implemented by an update to the Registration Details or, in the case of Software, by shrink-wrap, web-wrap, click-wrap or click-through licence (as appropriate).

9. Subscription charges

a. The Subscription Charges and any other fees and charges specified in the Registration Details are payable by monthly direct debit (unless otherwise specified) and are based on the Services, Software, the number of Authorised Users, engines, hosting, storage and Agreement Terms as specified in the Registration Details (as may be varied from time to time) and upon the other terms and conditions of this Agreement.

b. You agree to pay us the applicable Subscription Charges as specified by us from time to time for the access and use of the Services. The Subscription Charges (if not already paid) are due for payment fourteen (14) days after the acceptance of this Agreement or (if earlier) on your first access to the Services by you.

c. The Subscription Charges incorporate telephone support and Software updates as specified on our website or in the Registration Details.

d. We reserve the right to vary the Subscription Charges at any time by giving you not less than 60 days prior notice and such variation will take effect on expiry of the said notice period unless you decide to cease using the Services by such date. You agree to pay to us for any additional services or training provided based upon our standard charges and to reimburse us for all reasonable and actual expenses incurred by us in providing the Services under this Agreement.

e. If you fail to make payment of the Subscription Charges when due, you will immediately cease using the Services and we may deny you and your Authorised Users access to the Services. This Agreement to use the Services will automatically terminate under clause 17(b) (i) for non-payment (other than for the terms which survive termination) and the provisions of clause 17(e) will apply.

f. All charges payable under this Agreement are exclusive of and net of any taxes or duties including (but without prejudice to the foregoing generality) VAT levied on BrightBooks, our Third-Party Providers or on you by reference to the Services, Software or anything else supplied, divulged or made available to you under this Agreement. Such taxes or duties will be paid by you at the rate and in the manner for the time being prescribed by law.

g. If any sum payable under this Agreement is not paid within 14 days after the due date, then (without prejudice to our other rights and remedies) we reserve the right to charge interest on such sum on a day-to-day basis (before as well as after any judgement) from the due date to the date of payment (both dates inclusive) at the rate of 4 per cent above the 3-month Euribor for the time being in force.

h. Additional/varied charges may be payable in respect of any changes to the Services and the Software. You undertake to notify us of any such variation forthwith and we will invoice you in respect of such variation, if a varied fee is applicable, which you undertake to pay in the manner specified by us. You may also be subject to an additional charge upon issue to you of enhanced or new versions of the Services or Software. Such additional charge will become payable within fourteen (14) days of us granting permission to you to access the relevant enhancement or upgraded service.

10. Support and other services

During the continuance of this Agreement and subject to the payment by you of the Subscription Charges and you using only trained and competent staff to operate the Services, we will provide you with the following support services:

a. Telephone hotline assistance to provide advice on use of the Services to your designated product co-ordinator during our normal working hours Monday-Friday 09:00 to 17:00 (excluding public, national and local holidays).

b. Services and Software upgrades made generally available by BrightBooks as general enhancements to the Software and Services but excluding new product features or new versions of the Software and/or Services which may be made available at a separate price.

c. We will use our reasonable endeavours to remedy any material defect or error in the Software, Services or documentation within a reasonable period of receiving written details from you.

d. If you accidentally lose your Username, password or other essential login information to enable you to access and use the Services, we will re-supply such information.

Support not included:

i. Support of other services, products, software, accessories, systems or other devices not provided by us nor agreed by us to be included in this Agreement.

ii. Rectification of lost or corrupted data arising for any reason other than through our own negligence.

iii. Maintenance rendered more difficult because of any changes, alterations, additions, modifications or variations to the Services and/or Software not provided by us.

iv. Support provided for faults caused by using the Services and/or Software outside design or other specifications or outside the provisions laid down in any documentation or manual supplied with the Service and/or Software or outside the terms or scope of this Agreement.

v. Diagnosis and/or rectification of problems not associated with the Services and/or Software.

Additional support

We will charge for additional support, other services, training or consultancy not specifically covered by this Agreement at our applicable rates, which we may advise to you from time to time.

Delegation

We may authorise a Third-Party Provider which may be a distributor, dealer, service centre or other third-party support organisation to provide the Support and/or other services and/or to invoice you for and collect the charges specified herein. Such authorisation may be in the form of a sub-contract or other arrangement deemed appropriate by us.

11. Subscriber’s additional undertakings

a. You undertake for yourself and for each of your Authorised Users not to perform any of the acts referred to in this sub clause (a) except to the extent and only to the extent permitted by the Applicable Law as it relates to you as a lawful Subscriber of the Services and/or Software (i.e. a party with an express, legal right to use) and only then for the specific limited purposes stated by such Applicable Law or here under.

b. You undertake:

i. Not to copy the Services or copy, reverse engineer or decompile the Software;

ii. Not to attempt to translate, adapt, vary or modify the Services and/or Software;

iii. Not to disassemble, decompile or reverse engineer the Software associated with the Services and any other software (including but not limited to the Third-Party Provider software) required for any purpose to give you access to and use of the Services under this Agreement.

c. In addition, you undertake for yourself and for each of your Authorised Users:

d. To ensure that the Services are securely accessed and used only by you and your Authorised Users in accordance with the terms of this Agreement and you undertake to provide such information to us upon our written request to support and verify the same.

e. Not, without prior written consent from us, to provide access to or otherwise make available any part of the Services including but not limited to the Software, in whole or in part to any person other than your Authorised Users provided such Authorised Users will be made aware of, and you will ensure that such Authorised Users comply with, the terms of this Agreement.

f. Whenever we may reasonably so require, to obtain from all Authorised Users or other persons within your control undertakings in such terms as we will reasonably approve to prevent unauthorised access, use, copying of Services and /or Software.

g. Not to circumvent any technological measures or devices that we or any of our Third-Party Providers have introduced to protect and/or manage our or their services in any way.

h. Not to access or attempt to access any features or functionalities which we or any of our Third-Party Providers have disabled as not applicable to the Services which you have chosen and/or paid for.

12. Copyright, patents, trade marks and other intellectual property rights

a. You acknowledge that (other than Subscriber Data) all the copyright, trademarks, trade names, templates, formats, patents and other intellectual property rights subsisting in or used in connection with the Services including without limitation, the Software, documentation, guides and instructions relating thereto are and will remain the sole property of BrightBooks and/or the identified Third-Party Provider (as appropriate).

b. You will not during or at any time after the expiry or termination of this Agreement in any way question or dispute the ownership by BrightBooks and/or Third-Party Provider of the rights covered by clause 12(a) above.

c. If new inventions, designs, processes, services, software and products, configuration settings, templates, formats or other material in any form or media evolve in performance of or because of this Agreement, you acknowledge that the same will be the property of us unless otherwise agreed in writing by us.

d. You will indemnify us and/or our Third-Party Providers fully against all liabilities, costs and expenses which we and/or such Third-Party Providers may incur because of any work done in accordance with your specifications involving infringements of any patent or other proprietary rights.

13. Confidential information

a. The term “Confidential Information” will mean and include information or material that a disclosing party considers to be of a confidential or sensitive trade secret nature, or that a receiving party knows, or reasonably, under the circumstances of disclosure, should know, is confidential information including without limitation;

i. All information, data, drawings, products, specifications, templates, formats, documentation, software, software listings, source or object code or data files which the disclosing party may have provided and may from time to time provide to the receiving party relating to the Services, Software and/or your support and other services;

ii. All other forms and types of confidential or non-public financial, business, scientific, technical, economic, marketing, engineering or system-related information, including patterns, plans, compilations, programs, devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, codes, or know-how, and information concerning either party’s other internal business practices, Third-Party Providers and/or other supplier, providers, partners and/or actual or potential subscribers, whether any of the foregoing is in tangible or intangible form, and whether or how stored, compiled or memorialised physically, electronically, graphically, photographically, or in writing;

iii. Which derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from your disclosure or use; and

iv. Identified by the disclosing party as confidential prior to or at the time of disclosure.

b. Confidential Information does not include any information or material:

v. which is or subsequently becomes available to the general public other than through a breach by the receiving party;

vi. which is already known to the receiving party before disclosure by the disclosing party;

vii. which is independently developed by the disclosing party without use of or reference to the Confidential Information of the

viii. other; or

ix. which the receiving party rightfully receives from third parties without restriction as to use or disclosure.

c. Each party will maintain all Confidential Information of the other in strict confidence and will not at any time or for any reason disclose any Confidential Information to any Third-Party without the disclosing party’s prior written consent PROVIDED HOWEVER that where a Third-Party Provider is used in the provision of any of the Services or support then this clause shall be varied to include that Third-Party Provider as a party to whom some degree of disclosure will be permitted but only to the extent absolutely necessary to allow access or deliver a service and as such, their own confidentiality provisions may apply to that information only.

d. Neither party will use any Confidential Information of the other for any purpose whatsoever except in performing its duties and exercising its rights under this Agreement nor disclose any Confidential Information to any of its agents or Authorised Users who do not participate directly in the performance of that party’s duties or exercise of that party’s rights under this Agreement, and you will advise your Authorised Users who are permitted access to any Confidential Information of the restrictions upon disclosure and use set forth in this Agreement.

e. Notwithstanding the foregoing, the receiving party may disclose the Confidential Information if it is required to do so under any applicable law, rule or regulation which requires the disclosure, if it makes a reasonable effort to give the disclosing party as much advanced notice of the same as may be practicable or permitted in the circumstances of such disclosure.

14. Liability

a. Absolute Cap on Liability. The maximum, aggregate liability of BrightBooks and/or any Third-Party Provider for any claims howsoever arising out of or relating to this Agreement or any of the Services, Software, support or other material furnished or to be furnished by us under this Agreement or any variation hereof, including but not limited to BrightBooks’ or any Third-Party Provider’s entire liability in contract, tort (including negligence and breach of statutory duty) and including misrepresentation or otherwise in respect of all matters arising under or in connection with this Agreement will in any event be absolutely limited to the direct damages actually incurred by you up to the amount paid by you to us under this Agreement for the applicable Services, Software, support or other material during the preceding 12-month period.

b. Exclusion of Indirect Damages. To the maximum extent permitted by the applicable law, in no event will BrightBooks and/or any Third-Party Provider be liable to you or any other person for any indirect damages of any kind, including without limitation, lost profits, lost savings, lost data, loss of contracts, business, revenue, goodwill, anticipated savings or other special, direct, indirect, punitive, consequential, or incidental damages arising out of or relating to this Agreement or any Services, Software, support or other material, furnished or to be furnished under this Agreement, even if we have been advised of the possibility of such loss or damage.

c. Basis of the Bargain; Failure of Essential Purpose. You acknowledge that we have set our Subscription Charges and any other fees and prices and entered into this Agreement in reliance upon the warranty disclaimer specified in clause 15 below and the limitation of liability set forth in this Agreement, and that the same form an essential basis of the bargain between the Parties. The Parties agree that the limitation of liability specified in this Agreement will survive and apply even if the warranty disclaimer or any limitation of remedies is found to have failed of its essential purpose. Notwithstanding the foregoing, nothing contained herein will limit BrightBooks’ liability for its own will full or wanton misconduct.

d. Neither party excludes liability for death or personal injury to the extent only that the same arises because of its own negligence.

e. AI Features. The BrightBooks Services may include features or functionality that use artificial intelligence, machine learning, or automated decision-making technologies (“AI Features”). You acknowledge and agree that AI Features may produce outputs that are probabilistic, predictive, or based on statistical inference and may not always be accurate, complete, or appropriate for all contexts. BrightBooks provides no guarantee or warranty that outputs of AI Features will be free from errors, omissions, or inaccuracies. To the maximum extent permitted by law, BrightBooks shall not be liable for any loss, damage, or claim arising from or in connection with your reliance on the outputs of AI Features, unless such loss or damage arises as a direct result of BrightBooks’s gross negligence or wilful misconduct. You are responsible for independently evaluating the suitability and accuracy of any AI-generated outputs before relying on or using them in business decisions, workflows, or communications.

15. Warranty

a. In the event that you discover a material error which substantially affects your ability to use the Services and/or Software and you notify us of the error within 30 days from the date of first access to the Services (the “Warranty Period”) we will use all reasonable endeavours to correct the erroneous part of the Services and/or Software or (at our sole option) refund to you the charges relating to the part of the Services (if not the whole) that does not comply with our specification of use PROVIDED THAT such non-compliance has not been caused by any modification, variation or addition to the Services and/or Software not performed by us or caused by your incorrect use, abuse or corruption of the Services or Software by you or any of your Authorised Users or other party who may have gained access to your usernames, passwords or other login details.

b. WARRANTY DISCLAIMER. To the extent permitted by the applicable law, the express Warranties contained in this Agreement are in lieu of all other warranties, representations and guarantees of any kind by BrightBooks or any of its Third-Party Providers. Except as expressly set forth in this Agreement, all Services, Software, support or other material (if any) are furnished by BrightBooks and/or such Third-Party Providers and accepted by you “as is”. All other warranties, whether statutory, express or implied, are specifically excluded and disclaimed by BrightBooks and/or our Third-Party Providers, including without limitation any implied or other warranties of or against:

i. interference with quiet enjoyment, non-infringement, workman like effort, quality, accuracy, timeliness, completeness, compatibility, integration, no encumbrances, no liens, title, merchantability or fitness for any particular purpose,

ii. that any Services, Software, Support or other material will conform to any demonstration or promise by BrightBooks or

iii. or that may arise through any course of dealing between the parties.

c. BrightBooks does not warrant that your access to the Services, Software, Support or other material provided here under will be uninterrupted, error-free or completely secure.

d. INDEMNIFICATION DISCLAIMER. To the extent permitted by the applicable law, neither BrightBooks nor any of its Third-Party Providers have any indemnification obligations to you or any of your Authorised Users whether express, implied or statutory and that any perceived indemnification obligations are hereby expressly excluded and disclaimed.

16. Indemnity

You will defend, indemnify and hold harmless BrightBooks, our officers, directors and employees, agents, sub-contractors and Third-Party Providers against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation, court costs and reasonable legal fees) arising out of or about your use of the Services, Software, Subscriber Data and/or any other of your information, provided that:

i. You are given a prompt notice of any such claim;

ii. BrightBooks provides reasonable co-operation to you in the defence and settlement of such claim, at your expense; and

iii. You are given sole authority to defend or settle the claim;

17. Terms and termination

a. This Agreement will commence on the initial date of acceptance of this Agreement as specified in Clause 3(a) above and continue thereafter until or unless terminated by either party giving to the other 6 months prior written notice or by notice in accordance with paragraph (b) below.

b. Notwithstanding the duration of this Agreement, either party may by notice in writing to the other terminate this Agreement if any of the following events will occur:

i. If the other party is in breach of any term, condition or provision of this Agreement or required by the Applicable Law and fails to remedy such breach (if capable of remedy) within 30 days of having received written notice of such breach from the party not in breach;

ii. If the other party, becomes unable to perform its obligations under this Agreement for any reason, including but not limited to, its bankruptcy, insolvency, or liquidation or if it will call a meeting of creditors, or will have a receiver or administrator appointed to any or all its undertakings or assets, or will be deemed by the relevant statutory provisions under the Applicable Law to be unable to pay its debts;

iii. If there is a change of control of the other party;

iv. If the other party suspends or ceases, or threatens to suspend or cease to carry on all or a substantial part of its business;

c. Termination, howsoever or whenever occasioned will be subject to any rights and remedies both parties may have under this Agreement or the Applicable law.

d. The right to terminate set forth in this Clause will not constitute an exclusive legal remedy.

e. In any event of termination of this Agreement, you shall within 14 days of the date of termination delete and destroy all copies of the Services, Software and any other products, material and information provided by BrightBooks or any of its Third-Party Providers during the Agreement and certify to BrightBooks and /or any of its Third-Party Providers in writing that such materials have been destroyed.

f. BrightBooks will be entitled to delete all your Subscriber Data from our systems within 90 days of the date of termination, howsoever occurring. During that period, you may request us to transfer your Subscriber Data to you or to a new provider subject to you paying our expenses involved in such transfer.

g. Any termination of this Agreement shall not affect any accrued rights or liabilities of either party.

h. Clause 5, 11-17, 24 and 26 will survive termination of this Agreement.

18. Assignment

You will not assign or otherwise transfer all or any part of this Agreement, access to and/ or use of the Services or the Software without our prior written consent.

19. Force majeure

We will be under no liability to you in respect of anything which, apart from this provision, may constitute breach of this Agreement arising by reason of force majeure, namely, circumstances beyond our control which will include (but will not be limited to) acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, acts of war (declared or undeclared), terrorism, accident, embargo, riot, civil commotion, energy outage, work to rule, overtime bars, strikes and lockouts.

20. Waiver

Failure or neglect by either party to enforce at any time any of the provisions here of will not be construed nor will it be deemed to be a waiver of such party’s rights here under nor in any way affect the validity of the whole or any part of this Agreement nor prejudice either party’s rights to take subsequent action.

21. Headings

The headings of the Terms and Conditions herein contained are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Agreement.

22. Severability

If any of these terms, conditions or provisions will be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid, fully permitted by the applicable law.

23. Notices

All notices to or by the respective parties to this Agreement will be in writing in the English language and addressed as follows:

BrightBooks: For the attention of the CEO or Managing Director at:

Where you are based in the United Kingdom: Bright SG Limited (t/a Bright Software Group), Aura, 1 Harrison Way, Leamington Spa, CV31 3HH, United Kingdom;

Where you are based in the Republic of Ireland: Bright SG Limited (t/a Bright Software Group), Unit 35, Duleek Business Park, Duleek, Co. Meath, A92 N15E;

Email: BrightBooksSupportbrightsg.com;

The Subscriber: For the attention of the CEO or Managing Director at the address and email you provide to BrightBooks at the time you subscribe online;

or to such other contact, address or email address as the respective parties here to may hereafter specifying to the other in writing.

Notices will be deemed to have been duly given in the following circumstances:

i. if delivered by hand to the above recipient Contact, on the day of delivery;

ii. if posted/mailed by recorded delivery post/mail (or air mail if appropriate to the location of the parties); it will be deemed received on the 3rd working day following posting/mailing;

iii. if sent by email to the above recipient Contact then a valid confirmed email from that Contact party or email acknowledgement that the email has been opened/received.

Where the contracting parties speak different languages, it is important to specify a language for notices.

24. Applicable law

The Parties hereby agree that the Agreement concluded between them and constituted on these terms and conditions will be construed in accordance with the law of the Republic of Ireland.

25. Third party rights

A person who is not party to this Agreement will not have any rights to enforce any term of this Agreement.

26. Non-solicitation

To the extent permitted by the Applicable law, you will not, for the duration of this Agreement, and for a period of six months following termination, directly or indirectly induce or attempt to induce any employee of BrightBooks who has been engaged in the provision of any of the services, support, training, consultancy or other services directly associated with this Agreement to leave the employment of BrightBooks.