Terms of Services
- Please review this agreement thoroughly before utilizing this service.
- By selecting 'Agree'. the customer consents to be legally bound by the terms of this agreement.
This agreement is established between Positron Technologies Ltd (operating as XAccounts) and the individual or entity agreeing to these terms (referred to as "Customer").
This agreement grants the Customer access to and usage of an online software service as specified in the order and further detailed at xaccounts.co.uk ("Service").
All data and documents uploaded by the Customer remain the sole property of the Customer ("Customer Data"). The Customer grants XAccounts the right to use, display, and distribute the Customer Data solely for the purpose of fulfilling this agreement.
The Customer agrees to:
(i) Keep all account passwords secure and confidential.
(ii) Take full responsibility for all Customer Data and activities within their Service account.
(iii) Implement commercially reasonable measures to prevent unauthorized access to their account and promptly notify XAccounts in the event of any such unauthorized access.
(iv) Use the Service in compliance with its Knowledge Base guidelines and all applicable laws.
XAccounts employs reasonable physical, technical, and administrative measures to secure the Service. However, XAccounts does not guarantee that the Service is immune to security breaches. The Customer acknowledges that the Service may experience occasional interruptions or errors.
Mutual Confidentiality
Confidential Information refers to all non-public information disclosed by one party (the "Discloser") to the other party (the "Recipient"), whether communicated orally or in writing, that is identified as confidential or that reasonably should be considered confidential based on the nature of the information and the circumstances surrounding its disclosure. Confidential Information from XAccounts includes, but is not limited to, details about its services (such as user interface design, layout, and pricing).
The Recipient must exercise at least the same level of care as it uses to protect its own confidential information (but no less than reasonable care) to prevent the disclosure or misuse of the Discloser's Confidential Information beyond the purposes outlined in this agreement. The Recipient must take commercially reasonable steps to restrict access to the Discloser's Confidential Information, ensuring it is only accessible to employees or contractors who require it to fulfill the terms of this agreement and who have signed confidentiality agreements with the Recipient that are equally stringent as the terms set forth in this agreement.
Confidential Information does not include information that:
(i) Becomes publicly available without any breach of obligation by the Recipient.
(ii) Was already known to the Recipient before being disclosed by the Discloser, provided there was no breach of obligation involved.
(iii) Is lawfully obtained from a third party without violating any confidentiality obligations to the Discloser.
(iv) Is independently developed by the Recipient without using or accessing the Discloser's Confidential Information.
The Recipient is permitted to disclose Confidential Information as required by law or court order, but must provide the Discloser with advance notice to allow them the opportunity to seek a protective order.
Proprietary Property
The software, workflow processes, user interface, designs, know-how, and other technologies provided by XAccounts as part of the Service are the proprietary property of XAccounts and its licensors. All rights, titles, and interests in these items, including associated intellectual property rights, remain exclusively with XAccounts. Customers may not remove or alter any proprietary markings or restrictive legends in the Service. XAccounts retains all rights unless explicitly granted in this agreement.
Customers are prohibited from the following actions:
(i) Selling, reselling, renting, or leasing the Service, or using it as part of a service provider capacity.
(ii) Using the Service to store or transmit infringing, unsolicited marketing emails, defamatory, unlawful, objectionable, or tortious material, or to store or transmit content that violates third-party rights.
(iii) Interfering with or disrupting the integrity or performance of the Service.
(iv) Attempting to gain unauthorized access to the Service or related systems and networks.
(v) Reverse engineering the Service.
(vi) Accessing the Service to develop a competing service or product or to replicate any feature, function, or graphic for competitive purposes.
XAccounts may use non-personally identifiable Customer Data within the Service, both during and after the term of this agreement, for purposes such as improving the Service, conducting aggregated statistical analysis, providing technical support, and other business operations.
Term & Termination
This agreement remains in effect until terminated.
The Customer may terminate the agreement by providing a written 30-day notice to XAccounts at info@xaccounts.co.uk.
XAccounts may terminate the agreement by giving the Customer a written 30-day notice.
If either party commits a material breach of this agreement, the other party may terminate the agreement after a written 30-day notice and cure period, provided the breach remains unresolved.
XAccounts may temporarily suspend or terminate the agreement, or both, if the Customer violates any terms of the service.
Customer Data will be available upon written request for 90 days after termination. After this 90-day period, XAccounts has no obligation to retain the Customer Data and may delete it.
Upon termination for any reason, the Customer must pay all outstanding amounts owed to XAccounts and either return or destroy all XAccounts property. The Customer must confirm compliance with this requirement in writing upon request by XAccounts.
If XAccounts believes, in good faith, that the Customer has violated any law while using the Service, it may temporarily suspend the Service or remove the relevant Customer Data, or both. XAccounts will make efforts to contact the Customer in advance.
Liability Limit
XAccounts will not be held responsible for any indirect, special, incidental, or consequential damages resulting from or related to this agreement. This includes, but is not limited to, delays, loss of data, records, or information, and lost profits, even if XAccounts is aware of the potential for such damages or losses.
The total liability of XAccounts arising from or related to this agreement, whether in contract, tort, or otherwise, is limited to the amount the Customer paid during the 3-month period preceding the event that caused the liability.
If a third party makes a claim against XAccounts or requires XAccounts to respond to legal proceedings due to the Customer’s actions, omissions, data, or information within the Software, the Customer must defend, indemnify, and hold XAccounts harmless. This includes covering all damages, losses, and reasonable expenses (including legal fees) associated with such claims or proceedings.
This agreement is governed by the laws of England, excluding conflict of law principles. Any disputes or legal proceedings must be brought exclusively in the courts of England and Wales, and the Customer agrees to this jurisdiction and venue. However, either party may seek injunctive relief in a court with the appropriate jurisdiction. The party that prevails in litigation is entitled to recover reasonable legal fees and costs from the opposing party.
General Terms
This agreement, along with any orders, represents the entire understanding between the parties and replaces any prior discussions or agreements, whether written or verbal, regarding the subject matter. The Customer affirms that they are not relying on any statements or representations outside of this agreement. Any changes to this agreement will only be valid if both parties sign them, and no waiver of rights will be valid unless written and signed by the party waiving the right.
Neither party is allowed to assign or transfer this agreement or any orders to a third party. However, this agreement and all orders may be assigned without the other party's consent in the event of a merger or the sale of a substantial portion of a party’s assets.
The parties are independent contractors and do not have any employment or partnership relationship with each other.
If any part of this agreement is found to be invalid or unenforceable, the remaining parts will still be in effect. Neither party will be held responsible for delays or failures to perform due to events outside of their control, including force majeure events, except for payment obligations.
Any violation of this agreement or infringement on the other party’s intellectual property rights may cause significant, irreparable harm. In such cases, the affected party may seek an injunction to prevent continued breaches or future violations.
XAccounts will not accept any additional or conflicting terms that may be presented by the Customer in any order form or other purchasing document.
In the event of a conflict between the terms of this agreement and any order, the order's terms will take priority.
Certain provisions of this agreement, which by their nature need to survive termination, will remain in effect even after the agreement ends. The UN Convention on Contracts for the International Sale of Goods does not apply to this agreement.
XAccounts itself does not provide tax or accountancy services. Instead, the Customer will be connected with a regulated and qualified accountant (the "Accountant") who will provide the necessary services. The Customer will enter into a separate engagement agreement with the Accountant for those services. XAccounts is not responsible for any issues related to the quality of the accountancy or tax services provided by the Accountant.
If a service purchased by the Customer remains inactive for 12 months or longer, it will be considered dormant. XAccounts may adjust this inactivity period as needed. Incomplete services are defined as:
(i)A tax return without a submission receipt uploaded to the XAccounts profile.
(ii) A tax advice consultation without the relevant consultation summary uploaded to the XAccounts profile.
(iii) A UTR registration without a registration receipt uploaded to the XAccounts profile.
(vi) Bundled services that include any of the above. In such cases, the Customer waives any right to a refund and agrees to receive a credit for the original service cost instead. XAccounts will notify the Customer by email if this occurs.
By providing feedback, suggestions, or ideas to XAccounts, the Customer acknowledges that the submissions are not confidential. The Customer grants XAccounts a perpetual, royalty-free, and fully-paid license to use these submissions for any business purpose.
XAccounts reserves the right to update this privacy statement at any time. Customers are encouraged to review the policy regularly. If significant changes are made, XAccounts will notify the Customer via email and on the website.
For any inquiries, the Customer can contact XAccounts at info@xaccounts.co.uk.
- 71-75 Shelton Street, Covent Garden
- London - United Kingdom, WC2H 9JQ
- info@xaccounts.co.uk
