These Terms and Conditions of Service ("Terms") apply to and govern your use of the SureFile Accounts website, including all its content, facilities and services (the "Website"). By accessing the Website you agree to the Terms and acknowledge that the Terms govern your use of the Website and services supplied by way of the Website, or in relation to the use of the Website, by Xmetric Ltd ("we", "us" and "our") to you and/or the organisation you represent or purport to represent.

References to 'you', 'your' 'yours' and 'yourself' are references to either the designated holder of a subscriber account, and/or the organisation that you represent or purport to represent, and/or any user who represents or is appointed by your organisation, the employees of your organisation, the clients of your organisation who may benefit directly or indirectly through your use of the Website, and/or any person accessing the Website.

You may access some areas of the Website without registering with us and logging in. Certain areas of the Website are only open to you if you register and login. By accessing, browsing or using ANY part of the Website (which by definition includes any of its content, facilities and services), either directly or via a third-party application, you shall be deemed to have unreservedly accepted these Terms in full. If you do not agree with the Terms as set out below, you must NOT use the Website and must leave it immediately.

If you wish to make a complaint to us regarding anything relating to the Website or its use, including our services, or to remove yourself from the services, you agree that you will notify us in writing by registered post to our address as stated on the Website from time to time. For convenience our address as at the date of the Terms is stated at the end of the Terms. We do not accept phoned, e-mailed or faxed communications on matters relating to complaints.

Xmetric Ltd may decide from time to time to waive or amend without notice any of the Terms governing the Website and the services provided by way of or in relation to the Website. For the avoidance of doubt, in the event of any waiver or amendment to the Terms, we will NOT be deemed to have waived or amended the Terms at any other time, or for any other purpose unless this is otherwise confirmed by Xmetric Ltd in writing.

Where we revise these Terms this may be at any time as described in section 2 below. You should check the service descriptions and the then current Terms each time before you use the Website because the Terms are binding on you.

The Terms include descriptions and other information about our services and facilities on various pages of the Website, including but not limited to those stated in sections below. Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on the Website.

Subject to any other provisions of the Terms, the Terms constitute the entire agreement between you and us in relation to the Website and its use, and supersede any other oral or written communications with respect to the Website and its use.

Any use of the Website other than in accordance with these Terms is prohibited. If you breach any of these Terms, your permission to use the Website automatically terminates and you must as soon as reasonably practicable notify us of the same, follow any instructions from us in relation to information from or derived the Website, and promptly, and in any event within 3 business days, destroy any downloaded or printed extracts from the Website unless this requirement is waived in writing by us.

Any rights not expressly granted in these Terms are reserved.

If you want more information about anything on this Website including the Terms, please contact us via the Contact page of the Website.

Xmetric Ltd reserves the right to change the Website, including its content, facilities, services and fees, and the Terms at anytime, either in whole or in part, and in any way, without notice and/or reason to users. At our discretion any significant changes to the services on the Website and/or the Terms will be posted on our Website and/or on this Terms page and will be available for you to view at any time. It is your responsibility to check the Website and these Terms in case there are any changes. If you access and use the Website after we have made a change you shall be treated as having accepted the change. You agree to undertake to check the service descriptions and the Terms each time before you use the Website. If at anytime you disagree with any changes, you must as soon as reasonably possible cease to use the Website and should write to us, using registered post to our address as stated on the Website from time to time, to inform us that you wish to quit use of the services. Upon our acknowledgment to you of our receipt your permission to use the Website will then terminate and you must follow any instructions from us in relation to information from or derived from the Website, and promptly, and in any event within 3 London business days, destroy any downloaded or printed extracts from the Website unless this requirement is waived in writing by us.

Unless otherwise stated, the copyright, trade marks and other intellectual property rights in all material on the Website (including without limitation text, tools, photographs and graphical images) are owned by Xmetric Ltd or our licensors. The copyright of accounts uploaded to the Website remains with the originator.

The name and trademarks of Xmetric Ltd and the SureFile Accounts Service may NOT be used in advertising or publicity pertaining to this service without specific, written prior permission from Xmetric Ltd. Title to the copyright in this Website and documents provided via the SureFile Accounts Service will at all times remain with copyright holders.

You may not reproduce or adapt the Website in whole or in part without our prior written consent. Except for the use of reports specifically provided to you as part of our services as described on the Website and in these Terms, you may not reproduce, copy, download, store, record, broadcast, retransmit or distribute any part of the Website in any public or private electronic retrieval system or service or in any other publication without our prior written permission. This restriction applies to any use of information from the Website, including its modification of merging with other data or software.

You shall not alter or remove any copyright notice and/or proprietary legend contained in or on information obtained from the Website.

While the Website is normally available 24 hours a day, we shall not be liable if for any reason the Website is unavailable at any time. Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control. Xmetric Ltd will use its best endeavours to remedy any problems with the website and make it available to you.

The login process to the Basic Service involves the use of a User ID, password, memorable information and authentication code ("Login Details").

You are responsible for maintaining the security of your Login Details and the Login Details of any other user in your or any related organisation of which you may become aware during business operations.

You undertake to keep secret your Login Details and any other sign up and sign in information belonging to you and/or other users. You undertake to change your password regularly. You must not tell anyone these Login Details or record them in a manner that would allow someone else to discover them and/or use them and access your data. You understand that Xmetric Ltd will never ask you to enter your password or related security information in any other website, e-mail or letter. You will not tell anyone, including Xmetric Ltd staff, your Login Details over the phone or by any other correspondence or e-mail. You should not enter your Login Details while others can read them.

You must advise us as soon as reasonably possible via the Contact page on the Website if you suspect that someone knows your Login Details and/or has accessed your data.

If you forget your Login Details, the only way for you to recover them is via the Contact page, selecting the appropriate "forgotten…" item from the Query Type drop down menu.

Xmetric Ltd will communicate with you, when necessary, via the registered e-mail address used as your User ID. For example, e-mails related to Test-in-Live submissions will be sent to that address. You undertake to keep your registered e-mail address up-to-date so that your User ID shows your correct, authorised and latest e-mail address.

You acknowledge that you are responsible for ensuring the security of accounting and other information which may be accessed via your computer while you are logged in to the Website.

You understand that you should never leave your computer unattended whilst you are logged in to the Website. You must always sign-out from the Website and its facilities whenever you are not using it. If using a public or shared computer, you must log out and close any browser windows when you have finished using the Website and take all reasonable steps to ensure that third parties have no access to your Login Details or your data on, or available via, the Website.

If you are a subscriber as part of your role in an organisation and you leave that organisation or change your role so that you no longer require use of your subscription, you are responsible for the efficient and secure transfer of the remainder of your subscription to a replacement user agreed and authorised by your organisation. You must ensure the security and authorised use of accounts or other data is not compromised in any way by such a transfer. You must ensure that any replacement user is fully aware of these Terms. By using the website, any new user is bound by these Terms.

You expressly acknowledge and agree that any material and/or information uploaded or downloaded or otherwise obtained through the use of our Website and its facilities is done at your own discretion and risk and that you shall be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data.

You expressly agree to indemnify Xmetric Ltd and to hold Xmetric Ltd harmless for liabilities, loss or damage which Xmetric Ltd may incur in relation to your, or your clients' data that is caused by a breach of this 'Login Details and Security' section of the Terms.

You expressly confirm that you are authorised to upload any accounts or related data which you submit to the Website. You undertake to seek any necessary consent from your clients before entering any of their data on the Website. You agree to indemnify Xmetric Ltd and hold Xmetric Ltd harmless for the consequences of any authorised and/or unauthorised entry of your clients' data on the Website.

In particular, you acknowledge that the service is for UK and/or Irish iXBRL Accounts only, and that you are not based within the Russian Federation. Xmetric Ltd retains the right to terminate the service summarily to users based within the Russian Federation.

We have no control over the authority, the quality or safety of your data input.

You expressly acknowledge that your submission of data to the Website is for, and only for, the fulfilling of the specific services described on the Website related to conversion of accounts into iXBRL.

We do not review or offer guidance in any form on the accounting content of the submitted data. Xmetric Ltd does not provide or endorse any tax advice, accounting advice, legal advice or any kind of financial advice.

Any statement, correspondence or incidental conversation between the staff of Xmetric Ltd and yourself, which could be seen or construed as advice, is entirely between you and the individual staff member concerned. You agree that any advice given by any Xmetric Ltd staff member, or any statement you have seen in the Website, either expressly or implied, whether or not under our letterhead, should be taken as purely a personal opinion.

You undertake that any final decisions you make on the conversion of accounts into Inline XBRL will not be based on information from the Website or any statement of any type made by Xmetric Ltd or its staff. Your understand that the Website cannot tell you all you may need to know about correct tagging and conversion of accounts into iXBRL. You acknowledge that you will make your final decisions only after consulting suitable qualified accounting or iXBRL experts.

You and you alone are responsible for the accuracy and completeness of your records. You expressly accept that we are not liable for any problems or issues which arise in whole or part from errors, inaccuracies, omissions, or a lack of clarity in your data records.

We are not involved in any transactions between you, your authorised users, your agents, your employees, and HMRC or Companies House.

You may download and/or print reports from the Website which are specifically provided to you as part of our services as described on the Website and in these Terms. You may circulate these reports to your clients and colleagues as part of normal business work related directly the purposes of the Website services, but not for any other aims or purposes. An Xmetric Ltd report should be treated as a confidential adjunct to the accounts concerned. A report must only be stored, copied, reproduced and/or circulated in full and unaltered, retaining any Xmetric Ltd or SureFile logo and notice.

By using the website services you agree and warrant either that you are located in the UK or outside the EU, or that you are acting on behalf of a business for the purposes of EU Council Implementing Regulation 1042/2013 and The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

These Terms apply fully to all users of the Website, including primary and secondary users as defined on the Website.

Primary users must ensure that any secondary user whom they set up is aware of the Terms.

You expressly acknowledge that a primary user remains responsible for overseeing and ensuring correct use of the Website by the secondary users whom they have set up. If you are a primary user, you accept sole responsibility for whomever you appoint as a secondary user. You undertake that you will check the full credentials and identity of those whom you appoint as secondary users. You also accept that you will not hold us responsible in any way for providing the facility which allows you to appoint a secondary user.

In the event of a breach of these Terms by a secondary user, Xmetric Ltd reserves the right to cancel the subscription concerned in line with section 5.4, thus ending use of the service not only by the secondary user concerned, but also the use of the service by the primary user and all other secondary users covered by the subscription.

You expressly acknowledge that Xmetric Ltd has the right to store accounts and related data which you submit to the Website. You understand that this is necessary for Xmetric Ltd to deal with subsequent queries which may arise over the iXBRL validation of the accounts.

We will not transmit this information via third party servers except in order to provide any service which you have requested. In the latter case, those servers will process but not permanently store or make accessible your information except as required by the law. (For example, to provide the optional Test-in-Live reports described on the Website, we must transmit your data to the HMRC Test-in-Live system. However, Xmetric Ltd acts as a file-only agent when making such a submission, using its own credentials.)

You understand that Xmetric Ltd may use your submitted accounts and related data to test and improve its validation and related processes. You further understand that Xmetric Ltd may use this data in combination with data from other submitters in order to assess the general quality of conversion of accounts into iXBRL and other aspects of iXBRL filing. You understand Xmetric Ltd may provide reports giving an overview of these assessments, without revealing the content of identified individual accounts, and that it may circulate these reports as it deems appropriate.

Xmetric Ltd undertakes to maintain the confidentiality of your submitted accounts and related data using commercially reasonable steps and not to disclose this information to any third party, unless required to do so by court order. However, we reserve the right to supply any such information to any organisation into which Xmetric Ltd may merge in the future, on the understanding that the organisation will protect the information and only use the information in substantially the same way as previously.

Your data is covered by our Privacy Policy, which is set out in section 18.

The Website complies with English law. You should only use it for testing submissions related to the filing of iXBRL accounts in the UK.

You may not always be able to access this Website. We are not responsible for any losses if you cannot do so (for example if you cannot test a set of accounts at the time you planned). We are not responsible if the means of communication you use to access the Website or to send us information or to receive information from us does not work properly.

The Website may contain links to third party sites not maintained by Xmetric Ltd. These links are provided solely for your convenience. If you use these links, you leave the Website. While we take reasonable care to link to appropriate third party websites, we have not reviewed all of their content, we cannot control what they contain and we are not responsible in any way for their content, availability and/or any recommendations they provide. We do not endorse or make any representations about them, or any material found there. The materials and information you may find on these third party sites are provided on an "as is" basis without warranty of any kind, either express or implied, including without limitation any warranty for information, services, or products provided through or in connection with the Xmetric Ltd Website and any implied warranties of merchantability, fitness for a particular purpose, expectation of privacy or non-infringement. We are not responsible for any losses or other damage you suffer as a result of using those other websites. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk.

We are not liable for losses or costs caused by abnormal and unforeseeable circumstances outside our reasonable control, which would have been unavoidable despite all efforts to the contrary, for example delays or failures caused by industrial action, problems with another system or network, third party viruses or malware, mechanical breakdown or data-processing failures.

We reserve the right to place advertisements anywhere on the Website at any time. Your correspondence or dealings with, or participation in promotions of, advertisers and merchants found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser or merchant. To the fullest extent permitted by applicable law, you agree that Xmetric Ltd shall not be responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such advertisers and merchants on the Website. Any orders placed by you are subject to confirmation by, and the terms and conditions of business of, the relevant merchant.

The Website may contain the names and/or logos of third parties and/or material submitted and created by third parties. The names and logos of other companies and products mentioned on the Website may be the trade marks of third parties, including our business partners and are used by us with the permission of their respective owner(s). All trade names and trademarks are the property of their respective companies.

We do not make any recommendation or endorsement as to any service or product or to any material, including advertisements, from third parties which are on our Website. Xmetric Ltd excludes all liability for any illegality arising from, or error, omission or inaccuracy in such material. Your use of any such third party material, service or product is at your own risk.

In the event that you have any right, claim or action against any other user arising from that user's use of the Website, you agree to pursue such right, claim or action independently of and without recourse to us, and you release Xmetric Ltd from all claims, liability, damages, losses, costs and expenses, including legal fees, known and unknown, arising from or in any way connected with such right, claim or action.

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms, but this does not affect any right or remedy of a third party specified in these Terms or which exists or is available apart from that Act.

If you link to the Website, you may only do so on the basis that you link to, but do not replicate, the home page of the Website, and subject to the following conditions: (a) you do not remove, distort or otherwise alter the size or appearance of the any images or logos; (b) you do not create a frame or any other browser or border environment around the Website; (c) you do not in any way imply that we are endorsing any products or services other than our own; (d) you do not misrepresent your relationship with us nor present any other false information about us; (e) you do not otherwise use any trade marks displayed on the Website without our express written permission; (f) you do not link from a website that is not owned by you; and (g) your website does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations. We expressly reserve the right to revoke the right granted in this clause for breach of these Terms and to take any action we deem appropriate. You shall be responsible for any loss or damage suffered by us for breach of this clause.

Internet servers and communications, including e-mails, are not totally secure and Xmetric Ltd does not accept legal responsibility or liability for the contents of any messages transmitted via the Internet or any breach of security. You expressly acknowledge that any information which you send to or receive from the Website and/or you send to or receive from Xmetric Ltd by e-mail is transmitted at your own risk.

Any views or opinions in our e-mails are solely those of the author and do not necessarily represent those of Xmetric Ltd. Replies to e-mails may be monitored by Xmetric Ltd for operational or business reasons.

You must not post or transmit to or from the Website or to Xmetric Ltd any material: (a) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or (b) for which you have not obtained all necessary licenses and/or approvals; or (c) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or (d) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data). You may not misuse the Website (including, without limitation, by hacking).

You are entirely responsible for any liabilities which arise if you breach these Terms on Conduct and Data.

We will co-operate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of these Terms.

Whilst Xmetric Ltd has taken steps to ensure the fitness for purpose, suitability, accuracy, quality, timeliness, availability, correctness and completeness of the content, facilities and services provided by the Website, the content, facilities and services are provided on an "as is" and "as available" basis without any warranty of any kind, whether express or implied. Xmetric Ltd makes no representations or warranties, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, suitability, accuracy, quality, timeliness, availability, correctness, completeness and non-infringement or title, relating to your access and use of the Website and its content, facilities and services and that your use will not infringe any third party patents, copyrights, trademarks or other rights, to the maximum extent permitted by applicable law.

Xmetric Ltd shall not be liable for any indirect, special, consequential, incidental damage or loss arising out of any use of the Website.

We do not represent or warrant that the Website and its facilities will be available and will meet all your requirements. We do not represent or warrant that the Website and its facilities shall be available on an uninterrupted basis, and no liability can be accepted in respect of losses or damages arising out of such unavailability. Also, we accept no liability in respect of losses or damages arising out of changes made to the content of this Website and its facilities by unauthorised third parties. We do not represent or warrant that access to the Website and its facilities will be free from delays, failures, errors or omissions or loss of transmitted information, that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to your computer system. You have sole responsibility for ensuring you have adequate protection and to undertake reasonable and appropriate precautions to scan for computer viruses or any other destructive properties. We make no representations or warranties regarding the accuracy, functionality or performance of any third party software that may be used in connection with the Website and its facilities.

We shall not be liable to you in respect of any circumstances arising outside of our reasonable control.

If any exclusion, disclaimer or other provision contained in this Terms of Service is held to be invalid for any reason by a court of competent jurisdiction and we become liable for loss or damage that could otherwise be limited, such liability whether in contract, tort or otherwise, will not exceed the fee actually paid by you for the Website services.

Should there ever be any compensation paid to any Website user for any reason, the total amount of compensation paid will never be more than the total amount the user has paid to Xmetric Ltd. The issue of compensation cannot be subject to any arbitration or jurisdiction. It is solely at the discretion of Xmetric Ltd and the decision of Xmetric Ltd is final. The payment of compensation for whatever reason, at the sole discretion of Xmetric Ltd, is paid on a one-off basis, and this cannot be construed as a precedent for any other payment.

This Privacy Policy section forms part of the Terms and should be read in conjunction with other Terms.

Your privacy, and your clients' privacy, is important to Xmetric Ltd – both in principle and for commercial reasons. This Privacy Policy section of the Terms covers issues particularly relevant to personal and business privacy and confidentiality. Other sections of the Terms also cover aspects of security and confidentiality which may be relevant to privacy and you should familiarise yourself with all the Terms, not purely this section. The full set of terms is binding on both you and us.

This Privacy Policy section covers, among other things, how data obtained during your visit and use of the Website may be collected and used. You should read this section carefully. By using the Website, you agree to be bound by the terms of this section as well as all other Terms. If you do not accept these Terms, including any part of the Privacy Policy, you are directed immediately to stop accessing or otherwise using the Website and/or any materials obtained from it. If you are have a query of the Privacy Policy, you may contact us through the Contact page on the Website. If you have a serious complaint relating to the Privacy Policy, then you must notify us in writing by registered post to our address as stated on the Website and at the end of these Terms. We do not accept phoned, e-mailed or faxed communications on serious matters. Otherwise, your only recourse is to disconnect from the Website and refrain from visiting or using it in any way in the future.

The process of maintaining the Website is an evolving one, and we may decide at any time and without any notice to modify the Terms, including this Privacy Policy. Your use of the Website, or materials obtained from the Website, indicates your assent to the Terms, including the Privacy Policy, at the time of such use. The effective Terms, including the Privacy Policy, will be posted on the Website, and you should check upon every visit for any changes.

These Terms shall be governed by and construed in accordance with English law. Disputes arising in connection with these Terms shall be subject to the exclusive jurisdiction of the English courts.