Terms & Conditions

Acceptance and Eligibility

These terms apply to each organisation subscribing to or receiving the service ("Customer") and every person it authorises to use the service ("User").

If a separate written service agreement exists, that agreement takes priority where it conflicts with these online terms.

You must use the service for legitimate business purposes, be legally capable of entering into these terms and have authority to bind or act for the Customer.

The Service

Sysware provides software tools for recording business transactions, managing VAT information, preparing reports and, where configured, communicating with HMRC.

Features may vary according to subscription, user role, configuration and the availability of third-party services.

Sysware is software and does not provide accountancy, tax, legal or financial advice.

Calculations, reports and other outputs depend on the information, configuration and settings supplied by Users. Users should review important information with a suitably qualified professional before filing or relying upon it.

Accounts and Access

Customers must provide accurate account information and keep that information up to date.

Users must keep login credentials confidential and must not knowingly share their accounts with other individuals.

• Users must use only accounts that they are authorised to use.
• Customers are responsible for managing User access and permissions.
• Customers are responsible for ensuring that their administrators assign appropriate permissions.
• Suspected unauthorised access or account compromise must be reported promptly.

We may require reasonable authentication or security measures and may refuse access where identity or authority cannot reasonably be verified.

Customer Data

The Customer retains its rights in information submitted to Sysware.

The Customer grants Sysware permission to host, process, transmit, back up and otherwise use that information only as reasonably necessary to:

• Provide and operate the service.
• Secure the service.
• Provide technical and customer support.
• Comply with applicable law.
• Prevent fraud and misuse.
• Enforce these Terms & Conditions.
• The Customer is responsible for the lawfulness, accuracy, completeness and quality of its data.

This includes obtaining any necessary notices, permissions or lawful authority from employees, customers, suppliers and other individuals whose information is entered into the service.

Processing of personal information is further described in our Privacy Policy.

HMRC-Connected Services

An authorised User may connect Sysware to HMRC using HMRC's official authorisation process.

Where the User grants permission, the Customer authorises Sysware to transmit permitted requests and data to HMRC and receive responses on the Customer's behalf within the permissions granted.

Customers remain responsible for their registrations, tax and VAT obligations, deadlines, filings, payments and the accuracy of information submitted to HMRC.

• Users should review return information before submission.
• Users must provide accurate and complete business information.
• HMRC credentials should only be entered on HMRC's official authorisation pages.
• Customers are responsible for maintaining any required HMRC authorisations.
• HMRC availability, decisions, response times and data are outside Sysware's control.

Sysware is an independent software service. Sysware is not HMRC and is not part of, operated by, or endorsed by HMRC merely because the service connects to HMRC APIs.

Acceptable Use and Customer Responsibilities

You must not use Sysware:

• For unlawful, fraudulent or deceptive activities.
• To submit information that you are not authorised to process.
• To access another organisation's data without permission.
• To bypass authentication, permissions or security controls.
• To introduce malware, malicious code or harmful content.
• To disrupt or interfere with the service.
• To reverse engineer the service except where expressly permitted by applicable law.
• To scrape or systematically copy service content without permission.
• To resell or commercially exploit the service except where expressly permitted by a written agreement.
• To share passwords, access tokens or confidential integration credentials.
• To represent automatically generated reports as independently verified professional advice.

Customers should maintain appropriate internal controls, regularly review User access, retain source records and maintain backups where required by their own legal or accounting obligations.

Subscriptions, Fees and Taxes

Fees, billing periods, usage limits, renewals and cancellation arrangements are those specified in the applicable order, subscription plan or separate service agreement.

Unless stated otherwise, applicable taxes are not included in advertised fees and will be charged where legally required.

Fees are generally non-refundable once the applicable service period has begun, except where a refund is required by applicable law or agreed separately in writing.

Availability, Maintenance and Changes

We aim to provide a reliable service but do not guarantee that Sysware will always be available, uninterrupted or completely error-free.

Access may be temporarily affected by:

• Scheduled maintenance.
• Emergency maintenance.
• Security incidents.
• Internet connectivity problems.
• Hosting or infrastructure failures.
• HMRC downtime or service interruptions.
• Third-party service failures.
• Events outside our reasonable control.
• We may make reasonable technical, security and functional changes to the service.

We will seek to avoid materially reducing paid core functionality during an active subscription without reasonable notice, except where urgent action is required for security, legal compliance or changes to third-party platforms.

Intellectual Property

Sysware, including its software, source code, interface, design, documentation, branding, logos and related materials, is owned by or licensed to the service operator and is protected by applicable intellectual property laws.

Subject to these terms and any applicable subscription agreement, Customers receive a limited, non-exclusive, non-transferable and revocable right for authorised Users to access and use the service during the applicable subscription or authorised service period.

Customers must not copy, reproduce, distribute, modify or create derivative works from Sysware except where expressly permitted by law or written agreement.

Feedback provided by Customers or Users may be used to improve the service, provided that such use does not disclose confidential Customer information or identify the Customer without permission.

Confidentiality

Each party must protect the other party's non-public business, technical and financial information using reasonable care.

Confidential information may only be used as reasonably necessary for the service relationship or as otherwise permitted by law.

Confidentiality obligations do not apply to information that:

• Is publicly available without a breach of these terms.
• Was already lawfully known by the receiving party.
• Was independently developed without using confidential information.
• Was lawfully obtained from another source.
• Must be disclosed by law or a lawful authority.

Warranties and Liability

Nothing in these terms excludes or limits liability that cannot legally be excluded or limited, including liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence.

To the fullest extent permitted by law, Sysware is provided on an "as available" basis.

We do not guarantee that calculations, reports or other outputs will be suitable for every Customer's individual circumstances.

To the extent permitted by law, we are not responsible for losses arising from:

• Incorrect or incomplete Customer data.
• Unauthorised use of Customer accounts.
• Failure to review reports or submissions.
• Missed tax or VAT deadlines.
• Incorrect information supplied by Users.
• HMRC system availability or decisions.
• Third-party services outside our reasonable control.

Subject to any separate written agreement and applicable law, neither party will be liable for indirect or consequential losses, loss of profit, revenue, anticipated savings, goodwill or business opportunity.

Any financial liability cap will be the cap stated in the applicable service agreement. If no cap is stated, liability will not exceed the fees paid for the affected service during the twelve months preceding the event giving rise to the claim, to the extent permitted by applicable law.

Suspension and Termination

We may suspend access where reasonably necessary to address:

• Non-payment.
• Unlawful use.
• Security risks.
• Material breach of these terms.
• Threats to the service or other users.
• Requirements imposed by law or third-party platforms.

Where reasonably practical, we will provide notice and an opportunity to remedy the relevant issue before suspension.

Following termination, access to the service will end and connected HMRC integrations may be disabled.

Customers should export any records they require before termination.

Customer data will be handled according to the applicable service agreement, Privacy Policy, backup procedures and applicable retention laws.

Provisions that are intended to survive termination, including payment obligations, confidentiality, intellectual property, liability and dispute provisions, will continue to apply.

Changes to These Terms

We may update these Terms & Conditions to reflect changes in law, security requirements, technology, business operations or service functionality.

Updated terms will be published on this page with a revised "Last updated" date.

Material changes may also be communicated through the service or to the relevant account contact.

Continued use of the service after the effective date of updated terms constitutes acceptance of the revised terms where permitted by applicable law.

Governing Law and Disputes

Unless a separate written service agreement states otherwise, these Terms & Conditions are governed by the laws of England and Wales.

Subject to applicable law, the courts of England and Wales will have exclusive jurisdiction over disputes arising from or relating to these terms.

Before starting formal proceedings, the parties should make a reasonable effort to resolve the dispute through their usual account, support or business contacts.

Contact

Questions regarding these Terms & Conditions should be directed to your organisation's account administrator or the support contact provided in your Sysware account, order form or service agreement.

Please do not include passwords, authentication tokens or unnecessary financial records when contacting support.