FINBOGO PLATFORM SUBSCRIPTION TERMS

Please read these Platform Subscription Terms and Data Sharing Terms (together, the “Subscription Terms”) carefully before accessing the FinBoGo online CRM and booking platform (the “Platform”). Once accepted by or on behalf of the Professional, they will create a legally binding contract between the Professional and FinBoGo and govern the access to and use of the Platform by the Professional and Professional Users.

IMPORTANT NOTICE:

• By clicking on the 'Accept' button:
  • where you yourself are the Professional, you agree to be bound by and comply with these Subscription Terms; or,
  • where the Professional for purposes of these Subscription Terms is an organisation you represent, you are confirming that you have authority to enter into these Subscription Terms on behalf of the Professional and that the Professional agrees to be bound by and comply with these Subscription Terms.
• If you do not agree to these Subscription Terms, or do not have authority to agree to them on behalf of the Professional, you must click the 'Reject' button, and you may not access the Platform.

You should print a copy of these Subscription Terms for future reference.

1. Introduction

1.1 These Subscription Terms set out:

2. Who we are

3. There are other terms that may apply to you

3.1 These Subscription Terms refer to the following additional terms, which will also apply to the Professional's and Professional User's use of the Platform:

4. Definitions and Interpretation

In these Subscription Terms, unless the context otherwise requires, the definitions and rules of interpretation as set out in Schedule 1 shall apply.

5. Account Activation and Subscription Term

5.1 The Subscription shall commence on the Subscription Start Date, and shall continue in effect for the Initial Subscription Term and continue thereafter for either (i) successive periods of twelve months (where the Professional pays the Subscription Fees annually); or, (ii) rolling monthly periods (where the Professional pays the Subscription Fees on a monthly basis), as applicable, (each, a Renewal Term), unless:

5.2 These Subscription Terms apply to the exclusion of any other terms that the Professional seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

5.3 The Account must be activated before Professional Users can be given access to the Platform. The Account is created by following the Registration Process and as part of that process, the Professional acknowledges that they shall be required to:

5.4 By completing the Registration Process the Professional or person acting on behalf of the Professional warrants that the Professional is legally capable of entering into a contract with FinBoGo and the person completing the Registration Process has the authority to bind the Professional to these Subscription Terms.

5.5 The Professional may change its Subscription by accessing the Account and altering its Subscription to its preferred Subscription at any time. However, any change to the Professional's Subscription shall only take effect from the start of the next Renewal Term and the Subscription Fees shall be amended to those applicable to the Professional's chosen Subscription.

5.6 FinBoGo reserves the right in its absolute discretion to change the Subscription Packages it offers and/or cease offering any particular Subscription Package at any time. While FinBoGo will endeavour to provide notice to the Professional of such change, any such change shall take effect as determined by FinBoGo, which the Professional acknowledges could be immediately.

Note: Continue section-by-section to maintain clarity and legal structure.

6. Access to the Platform

6.1 Subject to Condition 5.6, the Professional paying the Charges due from time to time and the Professional complying with these Subscription Terms, FinBoGo:

6.2 FinBoGo's obligations under this Condition 6 shall not apply to the extent of any non-conformance which is caused by use of the Platform contrary to FinBoGo's instructions, or modification or alteration of the Platform by any party other than FinBoGo or its duly authorised contractors or agents...

6.3 FinBoGo may:

6.4 The Professional agrees and acknowledges that:

6.5 FinBoGo shall be entitled to monitor and audit the use of the Platform by the Professional...

6.6 The Professional agrees and acknowledges that... FinBoGo shall have the right to reject or delete any such information or data...

7. Professional Obligations

7.1 The Professional shall:

7.2 In relation to the Professional Users, the Professional undertakes that it shall:

7.3 The Professional shall not, and shall procure that Professional Users shall not, store through the Platform, nor access, store, distribute, transmit, upload or allow to be uploaded to or through the Platform any material that:

7.4 The Professional shall not, and shall procure that Professional Users shall not:

7.5 The Professional shall fully indemnify and hold FinBoGo harmless against all liabilities, costs, expenses, damages and losses...

8. Charges and Payment

8.1 The Professional acknowledges that:

8.2 FinBoGo shall be entitled:

8.3 All sums payable to FinBoGo under these Subscription Terms:

8.4 If any sums payable under these Subscription Terms are not paid by their due date... the Professional shall pay interest...

8.5 FinBoGo shall be entitled to set-off any sums due to it under these Subscription Terms against any sum due from FinBoGo to the Professional...

9. Data Protection

9 Both Parties shall during the Subscription Term, comply with their respective obligations under the Applicable Data Protection Laws and the Data Sharing Terms, which are hereby incorporated into these Subscription Terms by reference.

10. Warranties

10.1 FinBoGo warrants that it:

10.2 FinBoGo:

10.3 The Professional acknowledges and accepts that:

10.4 Subject to the foregoing, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise, in respect of the Platform and Documentation are hereby excluded to the fullest extent permitted by Applicable Law.

11. Intellectual Property Rights

11.1 The Professional agrees and acknowledges that FinBoGo and/or its licensors own all Intellectual Property Rights in the Platform (including the Documentation)...

11.2 Subject to Condition 11.3, FinBoGo will indemnify and hold harmless the Professional...

11.3 FinBoGo shall have no liability to the Professional in respect of an IP Infringement if and to the extent the same results from:

11.4 In the event of an IP Infringement, FinBoGo shall be entitled at its own expense and option to:

11.5 Conditions 11.2 to 11.4 set out the Professional's sole and exclusive rights and remedies...

11.6 The Professional warrants that:

11.7 The Professional hereby grants to FinBoGo a perpetual, royalty free, non-exclusive, non-transferable licence to use any Intellectual Property Rights:

11.8 The Professional shall indemnify FinBoGo against all liabilities, costs, expenses, damages and losses...

12. Confidentiality

12.1 Each Party may be given access to Confidential Information...

12.2 Each Party shall hold the other's Confidential Information in confidence...

12.3 Each Party shall take all reasonable steps to ensure...

12.4 Neither Party shall be responsible for any loss, destruction, alteration or disclosure...

12.5 The Professional acknowledges that details of the Platform and the results of any performance tests of the Platform, constitute FinBoGo's Confidential Information.

13. LIMITATION OF LIABILITY: THE PROFESSIONAL'S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION.

13.1 The following provisions set out the entire liability of FinBoGo (including any liability for the acts and omissions of its employees, agents, representatives and sub-contractors) in respect of:

• 13.1.1 any breach of its contractual obligations arising under or in connection with these Subscription Terms;
• 13.1.2 any use made by the Professional of the Platform including the Account or Documentation or any part of them;
• 13.1.3 any mis-representation, mis-statement or tortious act or omission including negligence but excluding any of the same made fraudulently arising under or in connection with these Subscription Terms;
• 13.1.4 the indemnity provided by FinBoGo to the Professional under Condition 11.2;
• 13.1.5 any other liability arising out of or in connection with these Subscription Terms;
  (each, a Liability Event).

13.2 Notwithstanding anything to the contrary in these Subscription Terms, nothing in these Subscription Terms shall limit or exclude the liability of FinBoGo:

• 13.2.1 for death or personal injury resulting from its own negligence or that of its representatives;
• 13.2.2 for fraud or fraudulent misrepresentation; or
• 13.2.3 to the extent that such liability or exclusion is not permitted by law.

13.3 Subject to Condition 13.2, the total liability of FinBoGo in respect of all Liability Events arising in relation to the Platform, or otherwise under these Subscription Terms shall in any Year be limited to an amount equal to 125% of the Subscription Fees that have been paid to FinBoGo in respect of the immediately preceding Year, or in respect of the first Year, the Subscription Fees paid or payable to FinBoGo in respect of that Year.

13.4 Subject to Condition 13.2, FinBoGo shall not be liable to the Professional in respect of any Liability Events for any loss or damage which may be suffered by the Professional (or any person claiming through or under the Professional) whether the same are suffered directly or indirectly, and whether the same arise in contract tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

• 13.4.1 loss of profits;
• 13.4.2 loss of turnover;
• 13.4.3 loss of anticipated savings;
• 13.4.4 loss of business opportunity;
• 13.4.5 loss of goodwill;
• 13.4.6 loss or corruption of data;
• 13.4.7 damage to reputation;
• 13.4.8 any special, indirect or consequential loss,

provided that this Condition 13.4 shall not prevent claims for direct financial loss that are not excluded by Conditions 13.4.1 to 13.4.8 (inclusive).

13.5 FinBoGo shall not be liable for any damage or losses to the extent they arise as a result of or in connection with:

• 13.5.1 any failure of the Professional to observe and perform its obligations under these Subscription Terms or a breach by the Professional or a Professional User of these Subscription Terms;
• 13.5.2 any unauthorised or incorrect access to or use of the Platform or use other than in accordance with the terms of these Subscription Terms, the Documentation or FinBoGo's instructions;
• 13.5.3 problems or issues caused by the Professional Environment;
• 13.5.4 any modification or alteration of the Platform by any party other than FinBoGo;
• 13.5.5 errors or omissions to the extent they are based on and/or relate to the information or instructions provided by the Professional or its employees, agents or representatives to FinBoGo;
• 13.5.6 any actions taken by FinBoGo at the Professional's direction;
• 13.5.7 any act or omission by or on behalf of a Client;
• 13.5.8 the Professional's use of the Platform after the Professional became or should have become aware of an Incident, but before FinBoGo has confirmed that a resolution has been implemented,

or to the extent such damage or losses could have been mitigated or avoided by the proper use of the Platform.

13.6 If at any time the Professional's operational requirements of the Platform exceeds the operational capabilities of the same, including storage capacity to be provided as part of the Subscription, then the Professional acknowledges that it may have an adverse impact on the capability, functionality and/or performance of the Platform, and as a result FinBoGo shall not be liable to the Professional for any loss or damage arising in respect of such impact on the capability, functionality and/or performance of the Platform.

13.7 The Professional acknowledges that FinBoGo has:

• 13.7.1 no liability to the Professional or any Client howsoever arising in connection with the Professional Services, including the supply of the same to the Client or the terms and conditions upon which the Professional provides the Professional Services; or
• 13.7.2 no liability for any problems, conditions, delays, delivery failures or other loss or damage arising from or relating to the Professional's Environment including any network connections or telecommunications links or caused by the internet.

13.8 If a number of Liability Events of Default give rise substantially to the same loss, then they shall be regarded as giving rise to only one claim under these Subscription Terms.

13.9 FinBoGo shall have no liability to the Professional in respect of any Liability Event unless the Professional shall have served notice of the same upon FinBoGo within 3 months of the date the Professional became aware or ought to have become aware of the consequences of the Liability Event.

13.10 The Professional declares and acknowledges that it has considered the provisions of this Condition 13 in detail including each of the limitations on liability contained in Conditions 13.3 to 13.9 (inclusive) and considers them reasonable in the circumstances having taken into account among other factors the subject matter of these Subscription Terms and having obtained or had the opportunity to obtain independent legal advice on the same.

14 Suspension and Termination

14.1 Without affecting any other right or remedy available to it, FinBoGo may terminate the Subscription for convenience at any time by giving 30 days' notice to the Professional. In such circumstances, FinBoGo shall issue a pro-rated refund of the Subscription Fees paid in respect of any period of time during the Subscription Term where, upon termination of the Subscription, the Professional will no longer have access to or use of the Platform, provided always that no other Subscription Fees shall be refunded in any other circumstances.

14.2 Without affecting any other right or remedy available to it, FinBoGo may terminate the Subscription with immediate effect, or suspend the Professional's and/or the Professional User's Account, and access to and use of the Platform, if:

• 14.2.1 the Professional fails to pay any Charges within 5 Working Days of their due date for payment;
• 14.2.2 the Payment Service Provider Terms or any other agreement between the Professional and the Payment Service Provider is terminated and the Professional no longer has the right to access and use the Payment Services;
• 14.2.3 the Professional makes a proposal for a voluntary arrangement... (Insolvency Act 1986)...
• 14.2.4 the Professional ceases to carry on its business or substantially the whole of its business or threatens to do any of the same; or
• 14.2.5 there is a Change of Control of the Professional (within the meaning of section 1124 of the Corporation Tax Act 2010).

14.3 Without affecting any other right or remedy available to it, either Party may terminate the Subscription with immediate effect (or following such notice period as that Party sees fit) by giving written notice to the other Party:

• 14.3.1 if the other Party commits any material breach of any term of these Subscription Terms which is not capable of remedy;
• 14.3.2 the other Party commits a material breach... and fails to remedy the same within 30 days...

15 Consequences of Termination

15.1 Other than as set out in this Condition 15, on termination or expiry of the Subscription, neither Party shall have any further obligation to the other Party under these Subscription Terms.

15.2 On termination or expiry of the Subscription:

• 15.2.1 the Professional shall immediately pay to FinBoGo all outstanding unpaid invoices and interest...
• 15.2.2 all licences and rights granted under these Subscription Terms shall immediately terminate;
• 15.2.3 each Party shall return or destroy Confidential Information... with written evidence if required;
• 15.2.4 FinBoGo may take steps to block access to the Platform;
• 15.2.5 the Professional may access its Account for 5 days post-termination to download Client and Professional Data. If not, FinBoGo may delete such data.

15.3 Notwithstanding Condition 15.2.5, FinBoGo may:

• 15.3.1 retain anonymised Client/Professional Data for internal use; and
• 15.3.2 keep copies of the Professional Materials for reference as a former subscriber.

15.4 Termination shall not affect any rights, remedies, obligations or liabilities accrued up to termination, nor any terms that survive termination.

16 Complaints and Dispute Resolution Procedure

16.1 The Professional shall notify FinBoGo in writing of any complaint or dispute arising under these Subscription Terms...

16.2 Parties shall attempt to resolve disputes per FinBoGo's complaints policy. If unresolved after 60 Working Days:

• 16.2.1 the Centre for Effective Dispute Resolution Model Mediation Procedure; or
• 16.2.2 the London Chamber of Arbitration and Mediation Procedure.

16.3 Mediation does not prevent court proceedings.

16.4 If still unresolved after 60 Working Days of mediation, the matter shall be referred to the English courts.

16.5 This Condition relates only to Professional–FinBoGo disputes, not Professional–Client disputes.

17 Anti-Bribery and Modern Slavery

17.1 Each Party warrants that:

• 17.1.1 it has complied with anti-bribery laws (e.g., Bribery Act 2010);
• 17.1.2 it maintains procedures to ensure compliance and enforcement; and
• 17.1.3 it will report any offer/demand of undue advantage related to these Terms.

17.2 Breach of 17.1 is a material breach.

17.3 FinBoGo warrants that it complies with the Modern Slavery Act 2015 and will enforce compliance.

18 General

18.1 Force Majeure: FinBoGo is not liable for delays caused by force majeure events. If lasting over 3 months, either Party may terminate on 15 days' notice.

18.2 Assignment:

• 18.2.1 FinBoGo may assign or sub-contract its rights and obligations freely;
• 18.2.2 The Professional must obtain FinBoGo's written consent to assign its rights.

18.3 Notices: Must be in English and sent by hand, post, or email. They're deemed received:

• On delivery (hand);
• 9am on the second Working Day (post);
• At time of transmission or next Working Hour (email).

18.4 Entire Agreement: These Terms constitute the entire agreement. Professional acknowledges it has not relied on any representation not included in these Terms.

18.5 Variations: Subject to Condition 6.3, FinBoGo may update Terms with 30 days' notice. Continued use implies acceptance. If not accepted, the Professional must terminate its Subscription.

18.6 Third party rights: No third party may enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

18.7 Waiver: Failure to enforce a right does not waive it. Single or partial exercise does not preclude further exercise.

18.8 No Partnership: These Terms do not create a partnership, joint venture, or agency relationship between the Parties.

18.9 Severance: If any term is held unenforceable, the rest shall remain valid.

19 Governing Law and Jurisdiction

19.1 These Terms and any disputes shall be governed by English law.

19.2 The courts of England shall have exclusive jurisdiction over all disputes arising from these Terms.

Schedule 1 – Definitions and Interpretation

Part 1 – Definitions

Access Credentials
the login credentials relating to an Account that FinBoGo provides to a Professional or Professional User to access the Platform;

Account
the account within the Platform, created in respect of the Professional as part of the Registration Process;

Applicable Data Protection Laws
means:
(a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data;
(b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which FinBoGo is subject, which relates to the protection of personal data;

Applicable Law
in respect of the exercise of any right or the performance of any obligation, all statutory and other laws, rules, regulations, instruments, orders and/or provisions in force from time to time that are applicable to such right or obligation;

Booking
a booking my by or on behalf of a Client, requesting the Professional to provide the Professional Services;

Booking Confirmation
an automated confirmation email sent by FinBoGo to a Client, in response to a Booking;

Booking Process
the process made available via the Platform which includes the submission of a Booking and the receipt of a Booking Confirmation (or a rejection where the Booking is not available) and the collection of any other data or information requested by the Professional in relation to the Booking;

Charges
all and any fees and charges payable by the Professional to FinBoGo under or in connection with these Subscription Terms, including the Subscription Fees and the Commission;

Client
the individual in respect of whom a Booking is made;

Client Data
any data (including any personal data) provided by or on behalf of a Client as part of the Booking Process, or that is inputted into the Account by the Professional or a Professional User that relates to a Client, their Bookings and any Professional Services provided to that Client from time to time;

Commission
the relevant commission percentage (which is dependent upon the Subscription Package) payable by the Professional to FinBoGo in relation to each Booking, which the Payment Service Provider shall deduct from the Professional Service Fees in relation to the Booking and pay to FinBoGo, as part of the Payment Services;

Condition
a condition of these Subscription Terms;

Confidential Information
any and all information of whatever nature disclosed directly or indirectly (whether before or after the Subscription Start Date and whether given in writing, verbally or by any other means) by a Party to the other Party, including business affairs, customers, clients, suppliers, operations, plans or intentions, products and services including databases, software, internet and website products and services, technical information and data, financial information, business strategies, marketing and promotional information, analyses, documents, data, formulae, processes, designs, know-how, trade secrets and Intellectual Property Rights, which information is designated in writing to be confidential or proprietary, or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary;

Documentation
the instruction manuals, user guides and other information (if any) made available in respect of the Platform by FinBoGo from time to time;

EU GDPR
the General Data Protection Regulation ((EU) 2016/679);

Event of Force Majeure
any cause preventing FinBoGo from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable contemplation and control of FinBoGo including, strikes, lockouts or other industrial disputes (whether involving the workforce of or otherwise) act of God, epidemic or pandemic, war, riot, civil commotion, civil emergency, radioactive, nuclear or chemical acts, malicious damage, cyber-attacks, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors;

Incident
a failure of the Platform to operate substantially in accordance with the Documentation;

Part 2 – Rules of Interpretation

1. In these Subscription Terms, a reference to:
   • a person includes a natural person, company, LLP, corporate, partnership, trusts, unincorporated bodies and that persons personal representatives, successors and permitted assigns;
   • the singular includes the plural and vice versa, and to the masculine shall include the feminine and neuter and vice versa;
   • a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and such statute or statutory provision shall include all subordinate legislation made from time to time under that statue or statutory provision;
   • writing or written excludes fax but includes email;
   • an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction; and
   • any times of day shall refer to the relevant time in the UK.
2. The headings in these Subscription Terms are included for convenience only and shall not affect their interpretation or construction.
3. Any words following the terms include, including, in particular, for example or anything similar are illustrative only and none of them shall limit the sense of the words, description, definition, phrase or term preceding those terms and each of them shall be deemed to incorporate the expression without limitation.
4. For the purpose of these Subscription Terms and the Data Sharing Terms, the terms controller, processor, information commissioner, data subject, personal data, processing and appropriate technical and organisational measures shall have the meaning given to them in the UK GDPR.
5. Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
6. If there is any conflict or ambiguity between the terms of the documents listed below, a term contained in a document higher in the list shall have priority over a term contained in a document lower in the list:
   1. these Subscription Terms; and
   2. any document incorporated into these Subscription Terms by reference.