Version 1.0, 18 January 2021
By continuing to access your client’s Content in the Accountant Portal, you agree to these Terms. If you do not agree to these Terms do not access the Accountant Portal.
These Terms set out the basis upon which Coconut Platform Limited (company number 09904418 whose registered office is located at 27 Old Gloucester Street, London, WC1N 3AX (“Coconut/we/us/our”) will allow access by you to your client’s Content in the Accountant Portal.
Accountant Portal: any web-based service made available to you by Coconut.
Accounting Services: accounting services including, but not limited to, providing tax advice, preparing and submitting tax returns and financial statements, processing payroll and completing vat returns, whether by a qualified accountant or an individual to whom access has been given via the Accountant Portal.
Agreement: the agreement between you and Coconut for the provision of the Services incorporating these Terms and which is formed in accordance with clause 2.
Client: the individual, a Coconut customer, who has provided their consent to allow you access to their Content through the Accountant Portal.
Coconut Content: any transaction information or insights relating to the Client and/or any written material relating to the services offered by Coconut, which is provided by Coconut and made available via the Accountant Portal.
Confidential Information: means information including (without limitation) any content, document, image or any information relating to the disclosing party's financial affairs or business in whatever medium and irrespective of any labelling of "confidential" or similar.
Content: any content created or provided by you or your Client or on your or your Client’s behalf which is delivered by you to the Client or uploaded to or accessed via the Accountant Portal, in relation to your or your Client’s use of the Services and your provision of the Accounting Services to your Client.
Services: means access to the Accountant Portal and the provision of any services made available via the Accountant Portal.
Term: means the term of the Agreement as set out in clause 1.
Terms: means these terms and conditions and any other document expressly incorporated into them by reference as updated from time to time in accordance with clause 2.
Virus: any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect:
(i) the operation of any software, hardware or network, any telecommunications service, equipment or network or any other service or device;
(ii) access to or the operation or reliability of any programme or data, including the reliability of any programme or data;
(iii) user experience;
including worms, trojan horses, viruses and other similar things or devices.
you/your/yours: means the person providing Accounting Services to or on behalf of the Client.
2.1 This Agreement governs your access to your Client’s transaction data in the Accountant Portal. It does not create any contractual relationship between you and the Client, the terms of which relationship are and will continue to be governed by a separate agreement between you and the Client to which Coconut is not a party.
2.2 At any time during the term of the Agreement, you have the right to obtain a copy of these Terms. If you would like to request a copy of these Terms please email the Coconut customer service team at email@example.com.
2.4 Subject to the Client continuing to subscribe to Coconut and you agreeing to these Terms, Coconut hereby grants to you a non-exclusive, non-transferable right to use the Services during the Term solely for your own business purposes in delivering Accounting Services to your Client.
2.5 Coconut may revise and update these Terms from time to time in its sole discretion. All changes are effective immediately when posted, and apply to all access to and use of the Accountant Portal by you thereafter.
2.6 Your continued use of the Accountant Portal following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
3.1 You must not:
(a) use the Accountant Portal or the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as Viruses, or harmful data, into the Accountant Portal, the Services or any operating system;
(b) infringe Coconut’s intellectual property rights or those of any third party in relation to your use of the Accountant Portal or the Services, including by the submission of any Content (to the extent that such use is not licensed by these Terms);
(c) transmit any material or use the Accountant Portal or Services in any way that is defamatory, offensive, incites or leads to criminal offenses or glorifies or downplays violence, is sexually offensive or pornographic, is not suitable for children or endangers adolescents or harms the reputation of Coconut or is otherwise objectionable;
(d) use the Accountant Portal or the Services in a way that could damage, disable, overburden, impair or compromise Coconut’s systems or security or interfere with other users;
(e) collect or harvest any information or data from the Services or Coconut’s systems or attempt to decipher any transmissions to or from the servers running the Services;
(f) except as may be allowed by any applicable law which is incapable of exclusion and except to the extent expressly permitted under these Terms;
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Accountant Portal in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Accountant Portal; or
(g) access all or any part of the Accountant Portal or the Services in order to build a product or service which competes with the Accountant Portal or the Services;
(h) use the Accountant Portal or the Services to provide services to third parties except as permitted by Coconut;
(i) except as permitted in these Terms and subject to clause 10.6, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services or the Accountant Portal available to any third party; or
(j) attempt to obtain, or assist third parties in obtaining, access to the Accountant Portal or the Services, other than as expressly agreed by Coconut.
4.1 You acknowledge and agree that Coconut and/or its licensors own all intellectual property rights in the Accountant Portal, the Coconut Content and the Services. Except as expressly stated herein, these Terms do not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Accountant Portal, the Coconut Content or the Services.
4.2 We acknowledge and agree that you and/or your licensors (including, but not limited to the Client) own all intellectual property rights in the Content. Coconut shall have no responsibility whatsoever for the legality, reliability, integrity, accuracy and quality of the Content. You hereby grant Coconut a non-exclusive, worldwide, transferable, royalty-free license to use the Content to the extent necessary for the provision of the Services.
4.3 You warrant that you have the right to upload the Content on the Accountant Portal and that the use of the Content in relation to the Services by Coconut in accordance with these Terms will not infringe the rights of any third party.
5.1 Neither party shall disclose any Confidential Information belonging to and received from the other to any third party or use any such Confidential Information for any purpose other than in accordance with these Terms. This obligation shall not apply to Confidential Information which is: (i) in the public domain other than due to a breach of an obligation of confidence; (ii) known to both parties prior to disclosure; or (iii) required to be disclosed by law.
5.2 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents (including, in respect of you, the Users) in violation of these Terms.
5.3 You acknowledge that details of the Accountant Portal, the Services and the Fees constitute Coconut's Confidential Information.
You shall indemnify Coconut against all losses, damages, costs, claims and expenses, (including reasonable legal fees) incurred by Coconut arising out of or in connection with any third-party claim against Coconut relating to:
(a) your use of the Services; and
(b) the Content, to the extent such Content is created or provided by you (except to the extent caused solely by Coconut’s breach of these Terms)
(c) a claim by your Client relating to your provision of Accounting Services to them.
Disclaimer of Warranties
To the fullest extent provided by law, coconut will not be liable for any loss or damage caused by a distributed denial-of-service attack, Viruses, or other technologically harmful material that may infect your device, computer programs, data, or other proprietary material due to your use of the website or any Services or items obtained through the Accountant Portal or to your downloading of any Content.
your use of the Accountant Portal, the Coconut Content, the Content and any services or items obtained through the website is at your own risk. The Accountant Portal, the Content, the Coconut Content and any Services or items obtained through the website are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied. Neither Coconut nor any person associated with us makes any representation with respect to the completeness, security, reliability, quality, accuracy or availability of the Accountant Portal or any Content or Coconut Content appearing on it. Without limiting the foregoing, neither Coconut nor anyone associated with us represents that the Accountant Portal, the Content or the Coconut Content or any Services or items obtained through it will be accurate, correct, reliable, error-free or uninterrupted, that defects will be corrected, that the Accountant Portal or the server that makes it available are free of Viruses or other harmful components, or that the Accountant Portal or any Services or items obtained through it will otherwise meet your needs or expectations.
To the fullest extent provided by law, coconut hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for particular purpose.
The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.
Limitation of Liability
Coconut does not exclude or limit in any way its liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation.
Subject to the above paragraph, to the fullest extent permitted by law, in no event will coconut, its affiliates, or licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the accountant portal, any websites linked to it, any content, coconut content or such other websites, including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable.
Coconut may terminate, suspend or limit your use of the Services if i) your Client instructs us to or removes your right to access their Content; ii) you are in breach of these Terms; or iii) where continued use may result in material harm to the Accountant Portal, the Services or any other users. Coconut will promptly notify you of the suspension or limitation.
9.1 The Agreement shall commence when you access your Client’s Content in the Accountant Portal and will continue until the earlier of your last accessing of your Client’s Content or our removal of your rights to access such Content
9.3 Coconut may terminate the Agreement at any time and for any reason on giving you written notice without further liability to you.
9.5 On termination of the Agreement for any reason:
(a) all licences granted under these Terms shall immediately terminate and you shall have no further use of the Services or access to the Content;
(b) Coconut may destroy or otherwise dispose of any of the Content.
10.1 No variation of these Terms shall be effective unless it is in writing and signed by the parties.
10.2 No failure or delay to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
10.3 Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
10.4 If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
10.5 The Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
10.6 Subject to clause 10.7, neither party shall, without the prior written consent of the other, assign, transfer or sub-contract or deal in any other manner with all or any of their rights or obligations under these Terms.
22.7 Coconut may:
(a) sub-contract its obligations provided that it shall be liable for the acts and/or omissions of its subcontractors as if they were Coconut’s acts and/or omissions; and
(b) assign its rights under these Terms to any person to which it transfers its business, provided that the assignee undertakes to be bound by Coconut’s obligations under these Terms.
22.8 These Terms do not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
22.9 Any notice given to a party under or in connection with the Agreement shall be sent by email:
(a) to you at the then current email address linked to your Coconut account; and
(b) to Coconut at firstname.lastname@example.org.
22.10 Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 22.10 business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
22.11 Clauses 10.9 and 10.10 do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
22.12 The Agreement shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any matter arising out of or in connection with the Agreement.