1 What this agreement is about

1.1. These terms and conditions govern the agreement between us in respect of your membership of the “Pandle Partner Account” which allows you to promote and facilitate the provision of Pandle ® (as defined in clause 3.1 of the Pandle User Agreement) as a solution for your clients through the Pandle Partner Account. In this agreement, where we say “Pandle”, we mean the specific Pandle applications that you may promote and facilitate. If there is any difference between these terms and conditions and the Pandle User Agreement , these terms and conditions will take precedence in relation to your participation in the Pandle Partner Account and your use of it.

1.2. We may change the terms and conditions of this agreement at any time. We will make reasonable efforts to communicate any changes to you via a notification on Pandle or by sending you an email but it is up to you to ensure that you regularly check, read, understand the most recent version of this agreement on our website as you will be deemed to accept all changes to these terms and conditions if you continue to participate as a Pandle Partner and/or use the Pandle Partner Account.

2 Who this agreement is between

2.1 This agreement is between: you, the person or organisation authorised to use the Pandle Partner Account under and in accordance with these terms and conditions; and us; Pandle Ltd (company registration number 07083629, VAT number GB 106680033, registered office: Twelve Quays House, Egerton Wharf, Wirral, England, CH41 1LD, United Kingdom)

2.2 By participating as a Pandle Partner and/or using a Pandle Partner Account you and we agree to be bound by and comply with the terms and conditions set out herein.

3 How you accept this agreement, and when the agreement between us starts

3.1. You accept these terms and conditions, and this agreement between us starts from the earliest date you tick a box or click on a button (or something similar) when we ask you to confirm that you accept this agreement.

3.2. Our agreement will continue until terminated in accordance with clause 12.

3.3. If you don’t accept this agreement, you should contact us immediately and you should not promote or facilitate the usage of Pandle by your clients or otherwise hold yourself out as a Pandle Partner.

4 Pandle Partner Account Subscription

4.1. The fees that you must pay to become a member of the Pandle Partner Account are set out in our price list from time to time in force and are payable in accordance with clause 7.

5 Facilitation of Pandle for your clients

5.1. Once you become a Pandle Partner you can either: (i) set up and administer Pandle accounts for your clients which will link to your own Pandle Partner Account (or permit us to do this on your behalf whether as part of any multiple client import service (or otherwise) that we may offer from time to time; or (ii) link to your clients’ own existing Pandle accounts, in each case, so that you can access reports, transfer files, help your clients to manage their own Pandle accounts and provide your own services to your clients as agreed between you and your individual clients.

5.2. Where you link to a client’s existing Pandle account, your client can revoke your access to its Pandle account at any time. Where your client pays for their own subscription. that client may revoke the link from their Pandle account to your Pandle Partner Account and this will prevent your access to their Pandle account.

5.3. You must take all reasonable steps to ensure that your clients comply with the Pandle User Agreement .

5.4. We reserve the right to access your Pandle Partner Account at any time including without limitation for the purposes of enabling us to: establish your compliance with this agreement; investigate and/or remedy any errors or other bugs within Pandle, monitor your use of the Pandle Partner Account; and, to delink any and all of your clients from your Pandle Partner Account if you are in breach of this agreement.

5.5 Where we set up a Pandle Partner Account on your behalf pursuant to clause 5.1 above, you hereby give us consent (and warrant and represent that you are (and at all times shall be) duly and properly authorised to give such consent (including on behalf of your clients)) to permit us to process any and all of the personal data you provide to us (including any personal data of your clients) in the performance of our obligations under this clause 5. You further warrant and represent that any data provided by you hereunder is accurate, complete and up-to-date and you will verify the same where asked to do so. We process personal data in accordance with our privacy policy which is incorporated by reference herein, a copy of which is available at the Privacy Policy .

6 Your obligations

6.1. You will perform your obligations promptly, diligently and in accordance with the standard to be reasonably expected of an experienced, trained and appropriately qualified accountant (or equivalent) operating in your market; and comply with all rules, regulations and laws affecting your business relating to Pandle including those relating to e-commerce, data protection, direct marketing and anti-competitive practices.

Bank Feed Service

6.2. Your clients will be able to subscribe to the Pandle “Bank Feeds Service”. Automatic bank feeds is a service supplied to us from Yodlee which allows banking transactions to feed into Pandle automatically. Where you pay us for the Bank Feed Service on behalf of your clients, you will be charged (and you agree to pay) our then-current prices for this service at the rates specified on our website from time to time in accordance with the terms and conditions of this agreement.

6.3. You acknowledge that due to the variety and differing requirements of online banking security arrangements, you will procure that where your clients require the Bank Feeds Service they: (a) will ensure that their online banking facility is compatible with the Bank Feeds Service; (b) are solely responsible for ensuring that they sign up to and use the Bank Feeds Service in full compliance with the terms and conditions of their applicable online banking facility; (c) enter into such third party terms and conditions that we may provide to them during the sign up process for the Bank Feeds Service; and (d) do not disclose their internet banking credentials to you or any other third party which would render them in breach of their online banking facility. Pandle shall not be liable for any losses damages, costs and expenses whatsoever that are suffered and/or incurred by you and/or your clients which arise out of or in connection with any breach or other failure to comply with this clause.

7 Price and payment method

Payment Terms

7.1. Unless otherwise agreed in writing by us, you will pay our fees and other prices and charges in advance via a credit or debit card.

7.2. We may amend our prices and payment terms (including individual credit terms) from time to time in our absolute discretion and we will take reasonable steps to notify you in advance of any price increases or changes to credit terms.

7.3. All amounts payable under this agreement will be:

7.4. exclusive of value added tax (“VAT”) or similar sales tax, which if applicable and subject to receipt of a valid VAT invoice you shall pay, as well as all other duties, charges and taxes (if any) which shall be paid at the rate and in the manner for the time being prescribed by law.

7.5. We may at our option and upon written notice terminate this agreement or suspend performance of our obligations under this agreement until such time that you make payment or perform such obligation in full; and

7.6. In the event of non-payment we reserve the right to access your account and delink any and all of your clients from your Pandle Partner Account as set out in clause 5.4 and provide Pandle to these clients directly at our discretion.

8 Pandle Marks and Pandle Materials

8.1. You must not:

8.1.1. use or permit any third party to use any Pandle Mark (as defined below) or any mark, words, logo, device or any other branding which is the same as, or similar to or mimics any Pandle Mark;

8.1.2. use any Pandle Mark for any business reason (other than in relation to your legitimate and permitted use of Pandle) or as part of your corporate or business name;

8.1.3. use, create or register any trade mark which incorporates any Pandle or any similar mark, logo, words, device or any other branding; and/or

8.1.4. register or use as a domain name any Pandle Mark, or any mark, words, logo, device or any other branding which is the same as, similar to or mimics any Pandle Mark, without our prior written consent.

8.2. If you do use or register or have registered any Pandle Mark or any mark, words, logo, device or other branding as more particularly described in clause 8.1, you will immediately on our request and at your own cost:

8.2.1. stop doing so and, if applicable, remove that Pandle Mark or similar branding from the relevant registration or use;

8.2.2. transfer any registration incorporating any Pandle Mark or similar branding to us.

8.3.You must only use Pandle Materials in accordance with our written instructions and you must not modify Pandle Materials or use them for any other purpose without our prior written consent.

8.4. You will immediately stop using Pandle Materials (as defined below) upon our instruction and you will withdraw from circulation any such Pandle Materials you have issued.

8.5. For the purposes of this agreement:

8.5.1. “Affiliates” means in relation to any company, any holding company of that company or any subsidiary of any such holding company (“holding company” and “subsidiary” having the same meanings as are assigned to each of them by section 1159 of the Companies Act 2006 (as amended)).

8.5.2. “Pandle Mark” means any name, trade mark, trade name, insignia, logo, symbol or slogan (whether registered or not) owned or used by us or any of our Affiliates now or in the future anywhere in the world; and

8.5.3. “Pandle Materials” means any marketing or promotional materials that we may at our sole discretion supply to you from time to time (if any) during the term of this agreement to enable you to actively promote Pandle or your membership to the programme.

9 What are each of our rights and obligations relating to Pandle’s Intellectual Property Rights

9.1. You acknowledge that we or our licensors are the owners of the Pandle Intellectual Property Rights (as defined below) and agree that except to the extent set out in this agreement, you acquire no interest in or to any of the Pandle Intellectual Property Rights.

9.2. Except to the extent permitted by law, you will not do anything nor allow anything to be done which will or may damage or affect the validity of the Pandle Intellectual Property Rights, including (without limitation) breaching any terms and conditions of this agreement or the Pandle User Agreement or which arises out of or in connection with you use of, or holding yourself out as the owner of, the Pandle Intellectual Property Rights.

9.3. You will immediately inform us in writing if you become aware of any actual or potential infringement or invalidity of any of the Pandle Intellectual Property Rights. You will at our request and expense sign, execute and do all such deeds, documents, acts and things (including allowing your name to be used in any proceedings) as we may reasonably require with a view to restraining such infringement (or preventing such invalidity) and/or obtaining damages and/or otherwise protecting our or our licensors’ rights.

9.4. You acknowledge that we are the owners of the goodwill in Pandle and agree that if any goodwill in Pandle is created or developed by your distribution of it in accordance with this agreement, the goodwill in Pandle will arise solely for our benefit. Nothing in this clause prevents you from benefiting from the goodwill you create or develop in your own business.

9.5. For the purpose of these conditions, “Pandle Intellectual Property Rights” means any and all Pandle Marks, the Pandle Materials and all vested contingent and future intellectual property rights in and to Pandle including, without limitation, goodwill, reputation, rights in confidential information, copyright, trademarks and design rights whether registered or unregistered, logos, devices, plans, models, diagrams, specifications, source and object code materials, data and processes, patents, know how, trade secrets, inventions, get-up, database rights and (as applicable) any applications or registrations for the protection of these rights and renewals and extensions of them, existing in any part of the world, whether now known or created in the future.

10 Our liability and responsibility to you if something goes wrong

10.1. Subject always to clauses 10.2, 10.3 and 10.4 below, our total liability to you arising under or in connection with this agreement whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation or otherwise will not exceed an amount equal to the total of:

10.1.1. the fees paid or payable by you to us for your annual Pandle Partner membership in the 12 month period in which the claim arose; and

10.1.2. where a claim relates to a client who pays you directly for their use of Pandle, the fees you have paid to us for your client’s use of the relevant Pandle product during the 12 month period immediately preceding the date on which the claim arose; and/or

10.2. We will not be responsible for any of the following, even if we knew or should have known there was a possibility you could experience:

10.2.1. loss of profits, revenues or contracts, lost savings, business interruption, lost funding, loss of goodwill or reputation, wasted expenditure or loss or corruption of data, in each case whether arising directly or indirectly and whether it is known, foreseen or foreseeable; and/or

10.2.2. indirect, incidental, special, punitive or consequential loss or damage, whether it is known, foreseen or foreseeable.

10.3. Nothing in these conditions will exclude or limit your or our liability for:

10.3.1. fraud;

10.3.2. death of or personal injury to any person as a result of our negligence; or

10.3.3. any other matter which cannot be excluded or limited under applicable law.

10.4. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.

10.5. Your and our responsibilities under this agreement are reasonable because they reflect that:

10.5.1. we cannot control how, and for what purposes, you or your clients use Pandle;

10.5.2. we have not developed Pandle specifically for you or your clients; and

10.5.3. although we follow good industry practice, it is not economically possible for us to carry out all the tests necessary to make sure that Pandle is problem or error free.

11 What is your responsibility to us if another person makes a claim against us relating to your obligations?

11.1. You will indemnify us for all third party claims which arise out of or in connection with:

11.1.1. your promoting, distributing and/or otherwise exploiting Pandle;

11.1.2. your supporting or providing any other service for Pandle; or

11.1.3. any breach or other failure by you of this agreement.

12 How this agreement may be brought to an end and what happens on termination

12.1. Without prejudice to any other right or remedy which we may have, we may exercise our right of suspension or, at our discretion, end this agreement immediately if we do not receive payment from you for any amounts you owe to us. Suspension of your access to your Pandle Partner Account or the termination of this agreement (as the case may be) will also suspend or terminate the Pandle account of each client which is linked to your Pandle Partner Account, and you accept that we will not be liable for any such suspension or termination.

12.2. You may end this agreement at any time by sending us an email to support@pandle.com and we will confirm to you the date that this agreement will come to an end. If you end this agreement pursuant to this clause 12.2, you will not be entitled to receive a refund for any fees you have paid in advance and you agree to pay all sums due to us under this agreement which are due and payable up to and including the date of termination (and this will include, without limitation, payment by you of all fees due for your clients who have a Pandle account during the month of termination).

12.3. We may end this agreement at any time upon 30 days’ written notice and, in such circumstances, we will repay to you any sums you have paid to us in respect of any unexpired portion of your subscription period for your Pandle Partner Account.

12.4. If you or we discover that the other has done something which is not allowed by this agreement, or has not done something that must be done, the one making such discovery can give the other written notice that the matter must be put right within 30 days. If the matter is put right in that time, no further action will be taken. If it is not put right in that time, the person who made the discovery may end this agreement upon giving the other notice in writing.

12.5. This agreement will automatically (i.e. without us having to tell you) and immediately end without refund if you become bankrupt (or something similar happens) or your business is unable to pay its debts, stops trading or becomes insolvent (or something similar happens). In those circumstances, we will have no further obligation to you and any monies due from you will become immediately due and payable to us in full.

12.6. Where we suspend or terminate your access to your Pandle Partner Account in accordance with this agreement, we may at our discretion agree to reactivate your account subject to you paying to us a reactivation fee.

13 Anti-Bribery and Corruption

13.1. We do not tolerate bribery or corrupt practices and expect those we do business with to take the same stance. Accordingly you will:

13.1.1. comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);

13.1.2. have and maintain in place throughout the term of this agreement your own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate;

13.1.3. promptly report to us any request or demand for any undue financial or other advantage of any kind received by you in connection with the performance of this agreement;

13.1.4. immediately notify us if a foreign public official becomes an officer or employee of your business or acquires a direct or indirect interest (and you wanted that no foreign public official is an officer, employee or direct or indirect owner of your business at the date of this agreement);

13.1.5. on request certify to us in writing your compliance with this clause and provide such supporting evidence of compliance as we may reasonably request.

13.2. Breach of this clause will be deemed a material breach of contract and will entitle us to terminate this agreement immediately without notice or further obligation to you.

13.3. For the purpose of this clause, the meaning of “adequate procedures” and “foreign public official” will be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.

14 What else do you need to know?

14.1. Pandle shall not in any manner, directly or indirectly, through any person, firm or corporation promote or recommend any accounting services to users.

14.2. If a court or similar body decides that any wording in this agreement cannot be enforced, that decision will not affect the remainder of this agreement, which will remain binding on both parties. However, if the wording that cannot be enforced could be enforced if part of it is deleted, we will both treat the relevant part of the wording as if it is deleted.

14.3. If you or we fail to, or delay in, exercising any rights under this agreement, that will not mean that those rights cannot be exercised in the future.

14.4. This agreement and the documents we refer to herein constitute is the entire agreement between you and us for your use of the Pandle Partner Account, and replaces all documents, information and other communications (whether spoken or written) between us for such participation and use.

14.5. Both of us agree that we are independent contractors and neither of us will represent ourselves as agent, servant, franchisee, joint venturer or partner of, or endorsed by, the other. You do not have and will not hold yourself out as having any authority to accept any order on our behalf. You agree not to pledge our credit, receive any money or give any receipt on behalf of us or compromise any debt due to us, or incur any other liability or obligation, or make any promise or representation on behalf of us or claim to do any such thing.

14.6. This agreement is personal to you and may not be assigned, subcontracted, licensed (including sub-licensed), charged or otherwise dealt with or disposed of (whether in whole or in part) by you without our prior written consent. As an example, this means that if you sell the assets of your business, you cannot automatically transfer this agreement to the buyer.

14.7. A person who is not a party to this agreement has no right to enforce any term of it.

14.8. Where either party is required to notify the other party by email, the party will be deemed to have received the email on the first business day following transmission.

15 Which laws govern this agreement?

15.1. If you subscribe to the Pandle Partner Account in the United Kingdom, this agreement is governed by the laws of England and you and we both agree that the courts of England will be the only courts that can decide on legal disputes or claims about this agreement.

16 Your personal data, privacy and security

16.1 Please take some time to carefully read through our Privacy Policy . This policy outlines what data we collect from you, what we do with your data and how we ensure it is secure.

16.2 By agreeing to these Terms and Conditions it is assumed that you have read and understood our Privacy Policy .