Practice Licence Agreement.

1. Parties and how this agreement is made

1. 1.1This agreement is between Prodro Group Limited, trading as Swiftmore (company number 17268651, registered office 71 to 75 Shelton Street, London, WC2H 9JQ) ("we", "us") and the practice named on the account that accepts it (the "Practice", "you").
2. 1.2It is made when an owner of the Practice’s Swiftmore account accepts it in the app by giving their name and confirming that they have authority to bind the Practice. We record who accepted, when, and which version. It applies from that moment to every member of the Practice’s account.
3. 1.3The Swiftmore Terms of service, Privacy policy and Cookie policy apply to the Practice as a Business User, and the Data Processing Addendum set out below forms part of this agreement. Where this agreement and the Terms say different things, this agreement prevails for the Practice.
4. 1.4This agreement is the written agreement that the Terms require before the service is used to provide filing services to third parties.

2. Definitions

• Client: a person the Practice acts for in their UK tax affairs.
• Client File: the records, answers, documents and return for one Client and one tax year, held in the Practice’s account.
• Filing: a Self Assessment return sent to HMRC from Swiftmore that HMRC’s live service has accepted.
• Filing Credit: the right to one Filing, bought under clause 4.
• Seat: a member of the Practice’s account with the owner or staff role. Viewers do not take a seat.
• Agent Filing: sending a Client’s return to HMRC from Swiftmore using the Practice’s HMRC agent credentials, once that feature is switched on.

3. The licence

1. 3.1We grant the Practice a non-exclusive, non-transferable licence to use Swiftmore to keep records for, prepare, and (where Agent Filing is available) submit Self Assessment returns for Clients the Practice acts for, for as long as this agreement is in force.
2. 3.2The licence covers the Practice’s own staff on the Seats its account allows. The Practice may not resell, sub-license or otherwise make the service available to anyone else, including by letting a Client operate the Practice’s account.
3. 3.3Agent Filing is not available on the date of this agreement. We will tell the Practice when it is switched on. Until then a return prepared in Swiftmore is filed by the Practice through its own means and recorded in Swiftmore as filed outside the service, and no Filing Credit is used.

4. Fees and Filing Credits

1. 4.1The licence fee is £500, paid once. It includes the Practice’s first 10 Filing Credits.
2. 4.2Further Filing Credits cost £50 each and may be bought in any quantity from one.
3. 4.3One Filing Credit is used at the moment HMRC’s live service accepts a Client’s return sent from Swiftmore. No credit is used for a send HMRC does not accept, for a return the Practice files through other software, for an amendment of a return already filed from Swiftmore, or for a quarterly update.
4. 4.4Filing Credits do not expire while this agreement is in force. They belong to the Practice’s account and cannot be transferred to another account or exchanged for money except as clause 5 and clause 12 say.
5. 4.5Prices exclude VAT. We are not registered for VAT at the date of this agreement and charge none. If we register, we will give the Practice 30 days’ notice before VAT is added to any price.
6. 4.6Payment is by card through our payment provider, Stripe, from the Billing page of the Practice’s account. Each payment produces one numbered document that is both invoice and receipt, sent to the Practice’s billing address and kept on the Billing page.
7. 4.7We may change the price of Filing Credits on 30 days’ notice. Credits already bought are not affected.

5. Refunds

1. 5.1The licence fee is refundable in full if the Practice asks within 14 days of paying and no Filing Credit has been used. After that it is not refundable.
2. 5.2Filing Credits are refundable if the Practice asks within 14 days of buying them and they have not been used. A refund removes the refunded credits from the Practice’s balance.
3. 5.3Refunds go back to the card that paid, normally within 5 to 10 working days.

6. The Practice’s responsibilities

Swiftmore prepares what the Practice tells it and sends what the Practice instructs. The Practice remains the professional adviser to its Clients.

1. 6.1The Practice is responsible for the accuracy and completeness of everything entered or imported into a Client File, including lines read from uploaded bank statements, spreadsheets and receipts, and for checking every figure before it relies on it or sends it to HMRC.
2. 6.2Before any Agent Filing, the Practice must hold a valid authorisation from HMRC to act for that Client (a 64-8 or online agent authorisation) and must have given the Client a copy of the return and obtained the Client’s approval of it. The Practice confirms both each time it sends a return, and keeps its own evidence of them.
3. 6.3The Practice is responsible for its own professional, regulatory and anti-money-laundering obligations, for its agreements with its Clients, and for telling Clients that it uses Swiftmore to hold their records.
4. 6.4The Practice is responsible for the people it gives access to: choosing their role, removing them when they leave, keeping sign-in details and authenticator apps secure, and telling us at once if it believes an account has been compromised. Every member of a practice account must use two-step sign-in.
5. 6.5The Practice must not use Swiftmore to submit information it knows or suspects to be false, must not act for a Client without the Client’s authority, and must comply with the acceptable-use clause of the Terms.
6. 6.6Deadlines remain the Practice’s and its Clients’. Swiftmore shows the dates that apply and sends reminders as a courtesy, not a guarantee. Penalties and interest HMRC charges remain with the Client and the Practice as between them, except as clause 11 says.

7. What Swiftmore does and does not do

1. 7.1Swiftmore is software. We are not accountants or tax advisers and nothing in the service is advice to the Practice or its Clients.
2. 7.2We are not the Practice’s agent or the Client’s agent. An Agent Filing is made under the Practice’s own HMRC agent credentials and is the Practice’s submission. Correspondence with HMRC about a Client, a return or an enquiry is between the Practice, the Client and HMRC.
3. 7.3Our calculations follow HMRC’s published Self Assessment specification for the tax year, and HMRC checks every return it accepts against its own calculation. The Practice still checks every figure.
4. 7.4Parts of the service depend on HMRC’s systems. Where HMRC is unavailable or rejects a submission, Swiftmore tells the Practice what it knows. Do not leave submissions to the final hours before a deadline.

8. Client data

1. 8.1For the personal data in Client Files the Practice is the controller and we are its processor. The Data Processing Addendum below sets out the terms on which we process it.
2. 8.2For the Practice’s own account, billing and contact data we are the controller, under the Privacy policy.
3. 8.3While this agreement is in force we keep each Client File for seven years after that tax year’s 31 January filing deadline, as the Terms describe, and the Practice can export any Client File at any time.
4. 8.4When this agreement ends, the Practice has 30 days to export its Client Files. After that we delete them, except for limited information the law requires us to keep, such as the record of submissions made on the Practice’s instruction.
5. 8.5Where a Client has their own Swiftmore account and shares a file with the Practice, that file stays the Client’s, under the Client’s agreement with us, and the Practice reads it under the Client’s permission.

9. Availability and support

1. 9.1We provide the service as it is and as available, and work to keep it accurate, secure and running. We do not warrant that it will be uninterrupted or free from error, and this agreement gives no service-level credit.
2. 9.2We tell practices in advance of planned maintenance where we can, and keep capacity in mind for January.
3. 9.3Support is by email from the address in the app, on working days. We answer questions about the service; we do not answer tax questions about a Client.
4. 9.4We may change or withdraw parts of the service. Where a change materially reduces what the Practice has paid for, we tell the Practice in advance and refund unused Filing Credits on request.

10. Intellectual property

1. 10.1The software, its design, its written content and the Swiftmore name and marks belong to us or our licensors. The Practice gets only the licence in clause 3.
2. 10.2Client Files belong to the Practice and its Clients. We use them only to provide the service and as the Data Processing Addendum allows.
3. 10.3The Practice may not copy, reverse-engineer or build a competing product from the service.

11. Liability

1. 11.1Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.
2. 11.2Subject to clause 11.1, our total liability to the Practice for all claims connected with this agreement and the service in any twelve-month period is capped at the greater of £500 and the fees the Practice paid us in the twelve months before the event giving rise to the claim.
3. 11.3Subject to clause 11.1, we are not liable for loss of profit, revenue, anticipated savings, business, goodwill or opportunity, or for indirect or consequential loss, and we are not liable to the Practice’s Clients, who are not party to this agreement.
4. 11.4We are not liable for penalties, interest or additional tax arising from information that was inaccurate or incomplete, from a return the Practice or a Client approved, or from a deadline that was missed. The accuracy guarantee offered to individual customers in the Terms does not apply to Filings made under this agreement.
5. 11.5We are not liable for failures caused by events outside our reasonable control, including HMRC’s systems.
6. 11.6The Practice will meet any claim made against us by one of its Clients that arises from the Practice acting without authority, from information the Practice entered, or from the Practice’s breach of this agreement.

12. Term and ending the agreement

1. 12.1This agreement starts when it is accepted and continues until ended under this clause.
2. 12.2Either side may end it on 30 days’ written notice by email.
3. 12.3We may end it at once if the Practice is in material breach and does not put it right within 14 days of being told, if the Practice uses the service unlawfully or without a Client’s authority, or if we are required to by law or by HMRC.
4. 12.4If we end the agreement without cause, we refund unused Filing Credits at the price paid. If the Practice ends it, or we end it under clause 12.3, unused Filing Credits are not refunded.
5. 12.5Clauses 8.4, 10, 11 and 14 continue after the agreement ends.

13. Changes to this agreement

1. 13.1We may change this agreement. A change that materially affects the Practice takes effect no sooner than 30 days after we tell the Practice by email, and the Practice may end the agreement before then without penalty if it does not accept the change.
2. 13.2A new version is accepted in the app in the same way as this one, by an owner of the Practice’s account. Minor changes take effect when published.

14. General

1. 14.1The Practice may not transfer its rights under this agreement without our written consent. We may transfer ours where doing so does not affect the Practice’s rights.
2. 14.2Notices are given by email: to the Practice at its billing address or an owner’s sign-in address, and to us at the support address in the app.
3. 14.3This agreement, with the Terms, the Privacy policy, the Cookie policy and the Data Processing Addendum, is the whole agreement between us about the service. If any part is unenforceable the rest continues. A delay in enforcing a right is not a waiver of it.
4. 14.4This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
5. 14.5If something goes wrong, tell us first and we will try to put it right.