"Access Fee" means the monthly fee (excluding any taxes) payable by You in accordance with the Fee Schedule.
"Confidential Information" includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
"Data" means any data inputted by You or with Your authority into the Website.
"Fee Schedule" means the information relating to subscriptions and billing set out on the NEON pricing pages on the Website, or pricing supplied directly by NEON, which may be updated or amended by NEON from time to time.
"Intellectual Property Right" means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
"Service" means the online accounting and personal finance management services made available (as may be changed or updated from time to time by NEON) via the Website.
"Website" means the Internet site at the domain www.neon-soft.com or any other site operated by NEON.
"NEON" means the billing service operated by Code Desk Limited.
"Invited User" means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.
"Subscriber" means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
"You" means the Subscriber, and where the context permits, an Invited User. "Your" has a corresponding meaning.
NEON grants You the right to access and use the Service via the Website with the particular features available to You according to Your subscription plan. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
1. PAYMENT OBLIGATIONS
An invoice for the Access Fee will be issued each month in accordance with the details set out in the Fee Schedule. NEON will continue invoicing You in accordance with the Fee Schedule until this Agreement is terminated in accordance with clause 8.
All NEON invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You are responsible for payment of all taxes and duties in addition to the Access Fee.
2. GENERAL OBLIGATIONS
You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by NEON or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
3. ACCESS CONDITIONS
4. USAGE LIMITATIONS
Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against NEON’s application programming interface. Any such limitations will be advised.
You indemnify NEON against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to NEON, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of NEON (or its licensors).
2. OWNERSHIP OF DATA
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the NEON Access Fee when due. You grant NEON a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
3. BACKUP OF DATA
You must maintain copies of all Data inputted into the Service. NEON adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. NEON expressly excludes liability for any loss of Data no matter how caused.
4. THIRD-PARTY APPLICATIONS AND YOUR DATA
If You enable third-party applications for use in conjunction with the Services, You acknowledge that NEON may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. NEON shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
You acknowledge that:
3. NO WARRANTIES
NEON gives no warranty about the Services. Without limiting the foregoing, NEON does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
4. CONSUMER GUARANTEES
You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
1. TRIAL POLICY
When You first sign up for access to the Services You can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If You choose to continue using the Services thereafter, You will be billed on a monthly basis, as set out in more detail in the Fee Schedule. If You choose not to continue using the Services, Your account will be terminated and all data will be permanently deleted.
2. NO-FAULT TERMINATION:
These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee in accordance with the Fee Schedule, unless either party terminates these Terms by giving at least one month’s advance written notice. If You elect to terminate these Terms by providing one month's’ advance written notice, You shall be liable to pay all relevant Access Fees up to and including the day of termination of these Terms.
NEON may take any or all of the following actions, at its sole discretion:
For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations (as defined at clause 3) is not made in accordance with the requirements set out in the Fee Schedule, NEON may: suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, or Your rights of access to all or any Data.
4. ACCRUED RIGHTS
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
5. EXPIRY OR TERMINATION
Clauses 3.1, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
1. TECHNICAL PROBLEMS
In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting NEON. If You still need technical help, please check the support provided online by NEON on the Website or failing that email us at firstname.lastname@example.org
2. SERVICE AVAILABILITY
Whilst NEON intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason NEON has to interrupt the Services for longer periods than NEON would normally expect, NEON will use reasonable endeavours to publish in advance details of such activity on the Website.
1. ENTIRE AGREEMENT
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
4. NO ASSIGNMENT
You may not assign or transfer any rights to any other person without NEON's prior written consent.
5. GOVERNING LAW AND JURISDICTION
This Agreement is governed by the laws of England and Wales and You hereby submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with this Agreement.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to NEON must be sent to email@example.com or to any other email address notified by email to You by NEON. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
8. RIGHTS OF THIRD PARTIES
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.