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FINNOVATOR LTD
Partner Platform Terms
Version 1.0 | Effective from 01st September | Business customers only
Company details
Platform provider | FINNOVATOR LTD, registered in England and Wales, company number 16630713 |
Registered office | 2nd Floor College House, 17 King Edwards Road, Ruislip, London, United Kingdom, HA4 7AE |
Partner portal | finnovator.co.uk/partners |
Partner support | partners@finnovator.co.uk |
Legal notices | legal@finnovator.co.uk |
Data protection | privacy@finnovator.co.uk |
VAT registration number | GB 522215730 |
ICO registration number | CSN4881939 |
Version | 1.0 |
Effective date | 1st September 2026 |
At a glance
- These terms govern white-label access to the Finnovator platform by accountancy and CFO advisory firms who onboard and manage their own clients on it.
- You supply the professional services. Finnovator supplies software. You hold the regulatory permissions, the client relationship and the professional liability; Finnovator has no contract with your clients and gives them no advice.
- You must hold a current practising certificate and the professional indemnity insurance your professional body requires, and must tell us immediately if either lapses.
- In data protection terms your client is the controller, you are the processor and Finnovator is your subprocessor. You must have client agreements that permit this.
- Fees are payable to Finnovator whether or not you have collected from your client.
- If you stop being eligible, we can act to stop your clients losing access to their own data. Clause 20 sets out exactly what we may and may not do.
This summary is for convenience only. It is not part of the Agreement and does not vary the Terms below.
About these terms
These Partner Platform Terms (Partner Terms) govern the supply by Finnovator Ltd of white-label access to the Finnovator platform to professional firms who use it to deliver services to their own clients. They are accepted at step 2 of partner onboarding and, once accepted together with a Partner Order Form, form a binding agreement.
These Partner Terms replace the Finnovator Terms and Conditions of Supply in respect of Partner access. Where a firm is both a Partner and a direct customer for its own internal reporting, the Finnovator Terms and Conditions of Supply continue to govern that separate direct subscription.
The summary above is provided for convenience only. It is not part of the Agreement and does not vary these Partner Terms.
PART A — CORE TERMS
1. Interpretation
1.1 In this Agreement the following definitions apply. Terms defined in the Finnovator Terms and Conditions of Supply and used but not defined here have the meaning given there.
1.2 Agreement means these Partner Terms, the Partner Order Form, the Partner DPA in Schedule 4 and any document expressly incorporated by reference.
1.3 Approved Regulator means the Institute of Chartered Accountants in England and Wales, the Institute of Chartered Accountants of Scotland, Chartered Accountants Ireland, the Association of Chartered Certified Accountants, the Chartered Institute of Management Accountants, the Association of Accounting Technicians, the Association of International Accountants, the Chartered Institute of Taxation, or another professional body approved in writing by Finnovator.
1.4 End Client means a business onboarded onto the Partner Instance by the Partner and to whom the Partner provides services using the Platform.
1.5 End Client Data means all data, files, records and other content relating to an End Client that is submitted to, collected by or made available to the Platform by or for the Partner or that End Client, including data received through accounting-software or API integrations and Excel or CSV uploads.
1.6 End Client Terms means the contractual terms between the Partner and an End Client governing the End Client's use of, and the Partner's services delivered through, the Partner Instance.
1.7 Minimum End Client Terms means the provisions in Schedule 2 that the Partner must include in, or reflect in substance in, its End Client Terms.
1.8 Partner means the firm identified in the Partner Order Form.
1.9 Partner Instance means the white-labelled environment made available to the Partner, presented under the Partner Marks and configured for the Partner's End Clients.
1.10 Partner Marks means the Partner's trade marks, trading names, logos, colours, domain names and other brand elements supplied for use in the Partner Instance.
1.11 Partner Personnel means the Partner's employees, officers, members, consultants and contractors authorised to access the Partner Instance.
1.12 Platform Fees means the fees payable by the Partner to Finnovator under the Partner Order Form and Schedule 3.
1.13 Practising Certificate means a current practising certificate, practice licence or equivalent authorisation issued by an Approved Regulator entitling the Partner to carry on public practice.
1.14 Professional Rules means the rules, code of ethics, practice assurance requirements, insurance requirements and disciplinary arrangements of the Partner's Approved Regulator, and any applicable anti-money-laundering supervision requirements.
1.15 Regulated Services means services provided by the Partner to an End Client that are subject to the Professional Rules or to statutory regulation, including accounts preparation, audit, assurance, tax compliance and advice, insolvency advice, and regulated investment or credit activity.
1.16 If documents conflict, the descending order of precedence is: the Partner DPA in Schedule 4 for data-protection matters; the Partner Order Form; these Partner Terms; the Documentation.
2. Onboarding, formation and term
2.1 Partner onboarding has five steps: (1) firm and contact details; (2) acceptance of these Partner Terms; (3) verification of regulatory status under clause 3 and Schedule 1; (4) branding and instance configuration; and (5) commercial acceptance of the Partner Order Form. Access to a production Partner Instance is not granted until every step is complete.
2.2 The person accepting these Partner Terms warrants that they are a principal, partner, member or director of the Partner, or are otherwise duly authorised to bind it.
2.3 The Agreement is formed when Finnovator confirms completion of onboarding and activates the Partner Instance. It continues for the Initial Term stated in the Partner Order Form and then renews for successive Renewal Terms equal to the Initial Term, or 12 months if the Partner Order Form is silent, unless either party gives at least 60 days' written notice before the end of the current term.
2.4 Finnovator may decline any application for partnership, and may decline to onboard a particular End Client, acting reasonably and without obligation to give reasons where disclosure would itself be inappropriate.
2.5 A sandbox, pilot or evaluation instance may be provided on the limits notified by Finnovator. It is supplied as available, without service commitments, and must not be used to hold live End Client Data or to deliver Regulated Services unless Finnovator agrees otherwise in writing.
3. Partner eligibility and regulatory status
3.1 The Partner warrants, on acceptance and continuously throughout the Term, that: (a) it holds a current Practising Certificate from an Approved Regulator; (b) it holds professional indemnity insurance with cover not less than the minimum required by its Approved Regulator for its level of fee income, and cyber liability insurance appropriate to its use of the Platform; (c) it is supervised for anti-money-laundering purposes by an appropriate supervisory authority; (d) it is not subject to any current disciplinary finding, restriction, undertaking or investigation by its Approved Regulator that would materially affect its ability to perform this Agreement; and (e) it holds all further permissions necessary for the Regulated Services it provides, including any Designated Professional Body licence or Financial Conduct Authority authorisation where relevant.
3.2 The Partner must supply the verification evidence listed in Schedule 1 at onboarding and must re-confirm its status annually on request. Finnovator may verify the Partner's status directly with the Approved Regulator and the Partner consents to that verification.
3.3 The Partner must notify Finnovator in writing without undue delay, and in any event within five Business Days, if: its Practising Certificate lapses, is suspended, is made subject to conditions or is withdrawn; its professional indemnity cover lapses or falls below the required minimum; it becomes subject to a disciplinary investigation or sanction likely to affect its eligibility; it ceases to be supervised for anti-money-laundering purposes; or it becomes insolvent or is subject to an analogous event.
3.4 On a notification under clause 3.3, or where Finnovator reasonably believes an event in clause 3.3 has occurred, Finnovator may suspend the Partner Instance in whole or in part, restrict onboarding of new End Clients, or terminate this Agreement under clause 19. Where the Partner ceases to hold a Practising Certificate, Finnovator may suspend immediately and without notice, and clause 20 will apply to End Client continuity.
3.5 The Partner is responsible for complying with the Professional Rules in its use of the Platform, including any requirement to inform End Clients that services are delivered using a third-party platform, to obtain client consent to outsourcing or subcontracting where required, and to satisfy itself that use of the Platform is consistent with its confidentiality and practice assurance obligations. Finnovator does not advise on the Professional Rules and the Partner may not rely on Finnovator for that purpose.
4. Licence and white-label rights
4.1 Subject to payment of the Platform Fees and compliance with this Agreement, Finnovator grants the Partner a non-exclusive, non-transferable, revocable right during the Term to: (a) access and use the Partner Instance through Partner Personnel; (b) present the Partner Instance to End Clients under the Partner Marks as permitted by clause 5; (c) onboard and administer End Clients and their Authorised Users; and (d) use the Documentation to do those things.
4.2 The Partner may permit End Clients and their Authorised Users to access the Partner Instance for the End Client's internal business purposes. That access is granted through, and remains the responsibility of, the Partner.
4.3 The licence in clause 4.1 does not permit the Partner to sublicense the Platform other than as expressly set out, to make the Platform available other than as part of its own professional services, to operate the Platform for another intermediary who onboards its own clients, or to permit access by a person who competes with Finnovator.
4.4 The Partner must not: copy, modify or create derivative works from the Platform except as permitted by law; reverse engineer or seek source code; bypass security or usage controls; scrape or access the Platform by unauthorised automated means; use the Platform to build, train or benchmark a competing product; remove or obscure any notice preserved under clause 5.4; or misrepresent the nature or origin of the Platform.
5. Partner Instance, branding and configuration
5.1 The Partner grants Finnovator a non-exclusive, royalty-free licence during the Term to use, reproduce and display the Partner Marks solely to configure, host, operate and support the Partner Instance and to produce outputs within it.
5.2 The Partner warrants that it owns or is licensed to use the Partner Marks, that their use as contemplated does not infringe any third party's rights, and that it will indemnify Finnovator against any claim that use of the Partner Marks in accordance with this Agreement infringes a third party's Intellectual Property Rights.
5.3 Finnovator may refuse or require removal of any Partner Mark or configuration that is unlawful, misleading, likely to bring Finnovator into disrepute, or liable to suggest that Finnovator itself is regulated, authorised or providing Regulated Services.
5.4 White-labelling is presentational. The Partner must not represent that it developed, owns or holds Intellectual Property Rights in the Platform. Finnovator may require the Partner Instance to display a discreet attribution, and may require preservation of notices necessary for security, legal compliance or third-party licence terms.
5.5 Configuration options, including KPI selection, report templates, thresholds and enabled AI features, are the Partner's responsibility. The Partner is responsible for the professional appropriateness of any configuration it applies to an End Client, including the selection and definition of KPIs and the assumptions used in any forecast or model.
5.6 Finnovator may identify the Partner as a partner in its own marketing only with the Partner's prior written consent. The Partner may describe itself as using the Finnovator platform, but must not use the Finnovator name or marks in a way suggesting endorsement of its professional services.
6. End Client onboarding and Partner responsibilities
6.1 The Partner contracts directly with each End Client. Finnovator has no contractual relationship with any End Client under this Agreement, owes no duty of care to any End Client, and gives no advice to any End Client.
6.2 The Partner is solely responsible for: client acceptance and continuance decisions; customer due diligence and anti-money-laundering checks; engagement letters and scope; the provision of all Regulated Services; the accuracy, adequacy and professional quality of all advice, reports and deliverables issued to End Clients; fee arrangements with End Clients and their collection; and handling End Client complaints.
6.3 The Partner must ensure that each End Client is a business acting for purposes relating to its trade, business, craft or profession. The Platform must not be made available to consumers.
6.4 The Partner must not onboard an End Client that is a sanctioned person, is located in a sanctioned territory, or whose onboarding the Partner knows or reasonably suspects would breach applicable anti-money-laundering, sanctions or export-control law.
6.5 The Partner must ensure that outputs issued to End Clients are reviewed by a suitably qualified individual before issue, and are not issued as the Partner's professional work product without that review. The Partner acknowledges clause 16 and is responsible for applying it in its own practice.
6.6 The Partner must maintain, and provide to Finnovator on reasonable request, a current record of End Clients onboarded to the Partner Instance sufficient to verify Platform Fees and to operate clause 20.
7. Minimum End Client Terms
7.1 The Partner must ensure that its End Client Terms with every End Client include, or reflect in substance, the Minimum End Client Terms in Schedule 2, and that they are legally binding on the End Client before the End Client is given access to the Partner Instance.
7.2 The Partner must ensure its End Client Terms do not purport to impose obligations on Finnovator, grant the End Client rights against Finnovator, or make any representation about Finnovator, the Platform or its security, availability, certification or accuracy that is inconsistent with this Agreement.
7.3 The Partner must not represent to an End Client that Finnovator is regulated by an Approved Regulator or by the Financial Conduct Authority, that Finnovator is providing Regulated Services, that the Platform is audited or certified other than as Finnovator has stated in writing, or that the Platform guarantees accuracy, availability or any particular outcome.
7.4 The Partner must ensure its End Client Terms and privacy notices permit the appointment of Finnovator and Finnovator's own subprocessors, and permit the processing described in Schedule 4.
7.5 On written request, and no more than once in any 12-month period unless a material issue has arisen, the Partner must provide Finnovator with a copy of its standard End Client Terms and confirmation that they satisfy this clause. Finnovator may redact-tolerate commercially sensitive terms; the Partner may redact fees and other commercially sensitive provisions not relevant to this clause.
8. Administration, access control and segregation
8.1 The Partner is responsible for provisioning, administering and promptly deprovisioning all Partner Personnel and End Client Authorised User accounts on the Partner Instance, and for all activity conducted through them except to the extent caused by Finnovator's breach.
8.2 The Partner must ensure that access to each End Client's data within the Partner Instance is restricted to those Partner Personnel and End Client users who require it, and must not permit one End Client to access another End Client's data. The Partner must use the segregation, role and permission controls the Platform provides.
8.3 The Partner must enforce multi-factor authentication for all Partner Personnel with administrative privileges, keep credentials secure, and notify Finnovator without undue delay of any suspected compromise, unauthorised access or misdirected data within the Partner Instance.
8.4 The Partner must promptly remove an End Client's access on termination of that End Client's engagement, subject to the End Client's data export rights.
8.5 Finnovator may monitor usage of the Partner Instance to operate and secure the Platform, verify compliance with this Agreement and calculate Platform Fees.
9. Support model
9.1 The Partner provides first-line support to its End Clients. Finnovator provides second-line support to the Partner only. Finnovator will not accept support requests directly from End Clients except where the Partner has expressly asked Finnovator to engage with a named End Client contact on a specific issue, or where clause 20 applies.
9.2 Support channels, operating hours and target response times are those stated in the Partner Order Form or Documentation. Targets are objectives unless expressly described as service levels with a stated remedy.
9.3 Where Finnovator provides support that is branded to appear as the Partner's, Finnovator will follow the Partner's reasonable notified conventions. Any such arrangement must be recorded in the Partner Order Form.
9.4 Finnovator does not provide accounting, tax, audit or advisory support to the Partner or to End Clients. Support explains the operation of the Platform and its outputs only.
10. Platform Fees, billing and collection
10.1 The Partner must pay the Platform Fees in the amounts and on the dates stated in the Partner Order Form and Schedule 3. Unless stated otherwise, Platform Fees are invoiced in advance and are non-cancellable and non-refundable except as expressly provided.
10.2 Platform Fees are payable by the Partner whether or not the Partner has invoiced or been paid by any End Client. The Partner has no right of set-off against Platform Fees in respect of an End Client dispute.
10.3 The Partner sets its own fees to End Clients and bears the credit risk on them. Nothing in this Agreement obliges the Partner to charge any particular amount or prevents the Partner from charging for its own services as it sees fit.
10.4 Where Platform Fees are calculated by reference to the number of End Clients, entities, users or data volume, the Partner must not understate them. Finnovator may reconcile invoiced Fees against system records and invoice any shortfall.
10.5 Platform Fees exclude VAT unless expressly stated otherwise. If an undisputed invoice remains unpaid 14 days after written notice, Finnovator may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 and suspend the Partner Instance in accordance with clause 19.4.
10.6 Finnovator may change Platform Fees for a Renewal Term by giving at least 90 days' notice before that Renewal Term, so that the Partner has time to reprice its own End Client arrangements.
10.7 The Partner must raise a good-faith invoice dispute within 15 Business Days of the invoice date, giving reasonable details, and must pay the undisputed portion on time.
11. Data protection and the processing chain
11.1 The parties acknowledge that, in respect of personal data within End Client Data, the End Client is normally the controller, the Partner is a processor acting on the End Client's instructions, and Finnovator is a subprocessor engaged by the Partner. Schedule 4 sets out the terms on which Finnovator acts as subprocessor.
11.2 Where the Partner is itself a controller of personal data, for example in respect of its own client acceptance records, Finnovator acts as its processor in respect of that data and Schedule 4 applies with the necessary changes.
11.3 The Partner warrants that it has in place with each End Client the written terms required by Article 28 UK GDPR, that those terms authorise the appointment of subprocessors including Finnovator, and that it has provided all notices and obtained all consents required for the processing described in Schedule 4.
11.4 The Partner is responsible for responding to data-subject requests and regulator enquiries from or concerning its End Clients. Finnovator will provide reasonable assistance under Schedule 4. Where Finnovator receives a request directly from a data subject or regulator relating to End Client Data, it will forward it to the Partner and will not respond substantively except as required by law.
11.5 For account administration, billing, partner relationship management, security and its own legal obligations, Finnovator acts as an independent controller of Partner Personnel contact data in accordance with its privacy notice at finnovator.co.uk/privacy.
11.6 Finnovator maintains a current list of its own subprocessors at finnovator.co.uk/subprocessors and will give at least 30 days' notice of a new subprocessor. The Partner is responsible for onward notification to End Clients where its End Client Terms require it.
12. Security
12.1 Finnovator will maintain appropriate technical and organisational measures designed to protect End Client Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, taking account of the nature of the processing and risk.
12.2 The Partner is responsible for security within its own control, including endpoint security, user administration, role configuration, segregation between End Clients under clause 8.2, and promptly applying Finnovator's reasonable security guidance.
12.3 Finnovator will notify the Partner without undue delay after becoming aware of a personal data breach affecting End Client Data and will provide information reasonably available to support the Partner's own notification obligations to End Clients and regulators. The Partner is responsible for notifying its End Clients and, where the End Client is controller, for supporting the End Client's regulator notification.
12.4 The Partner must notify Finnovator without undue delay of any personal data breach it becomes aware of that affects the Partner Instance or that may affect Finnovator's other customers or partners.
12.5 The Platform is hosted using Google Cloud Platform infrastructure in the [INSERT HOSTING REGION] region unless the Partner Order Form states otherwise. Google Cloud maintains its own assurance programmes and SOC reports for relevant services. This does not represent that Finnovator itself is SOC 2 certified or audited, and the Partner must not represent otherwise to End Clients.
13. Intellectual property
13.1 Finnovator and its licensors own all Intellectual Property Rights in the Platform, the Finnovator Materials and the Services, including all improvements and modifications, and including any configuration, template or report format developed by or for Finnovator that has general application. No rights transfer except the limited licence in clause 4.
13.2 The Partner owns the Partner Marks and its own methodologies, templates and work product existing independently of the Platform.
13.3 As between Finnovator and the Partner, End Client Data belongs to the relevant End Client or the Partner as their arrangements provide. Finnovator claims no ownership of it.
13.4 Finnovator will not sell End Client Data and will not use identifiable End Client Data to train a general-purpose AI model or make it available to another customer or partner.
13.5 Finnovator may create and use statistics, telemetry and derived data only where aggregated and anonymised so that neither the Partner, nor any End Client, nor any individual is reasonably identifiable, and may use that Aggregated Data to operate, secure, analyse and improve its services and to develop benchmarks. Finnovator will not attempt to re-identify it, will not disclose it in a way that identifies the Partner or an End Client, and will not use it to construct a competing advisory offering targeted at the Partner's client base.
13.6 If the Partner provides feedback, Finnovator may use it without restriction or payment, provided the feedback does not include End Client Data or the Partner's Confidential Information.
14. Confidentiality
14.1 Each receiving party must keep the disclosing party's Confidential Information confidential, use it only to perform or enforce this Agreement, and disclose it only to personnel, advisers and subcontractors who need to know it and are bound by confidentiality obligations.
14.2 The identity of End Clients, End Client Data and the Partner Marks are the Partner's Confidential Information. The non-public Platform, Documentation, security information, roadmap and Platform Fees are Finnovator's Confidential Information.
14.3 Finnovator acknowledges that End Client Data may be subject to professional duties of confidentiality owed by the Partner to its End Clients, and will treat it accordingly.
14.4 Confidential Information excludes information the receiving party can show is public other than through breach, was lawfully known without restriction, is lawfully received from a third party without restriction, or is independently developed without use of the disclosed information. Disclosure required by law is permitted, but where lawful the disclosing party will be given prompt notice and reasonable assistance to seek protective treatment.
14.5 These obligations continue for five years after termination, except for trade secrets, personal data and information subject to professional duties of confidentiality, which remain protected for so long as they retain that character or the law requires.
15. Warranties
15.1 Each party warrants that it has authority to enter into this Agreement.
15.2 Finnovator warrants that it will provide the Platform and its support with reasonable skill and care and materially in accordance with the Documentation. If Finnovator materially breaches that warranty, the Partner's primary remedy is re-performance or correction following prompt notice; if Finnovator cannot remedy within a reasonable period, the Partner may terminate the affected element and receive a pro-rata refund of prepaid unused Platform Fees.
15.3 Except as expressly stated, and to the fullest extent permitted by law, the Platform is provided as available and all implied warranties and conditions are excluded, including satisfactory quality, fitness for a particular purpose and non-infringement.
15.4 Finnovator does not warrant that the Platform will be uninterrupted or error-free, that all defects will be corrected, or that any output will be complete, accurate or suitable for a particular professional purpose or for issue to an End Client.
15.5 The Partner warrants that it will perform its obligations with the skill and care expected of a competent professional firm holding its Practising Certificate, and in accordance with the Professional Rules.
16. Outputs, AI features and the advisory boundary
16.1 Reports, financial ratios, dashboards, KPIs, forecasts, analytics, alerts and AI-assisted outputs generated in the Partner Instance depend on End Client Data, accounting periods, classifications, mappings, assumptions, models, Partner configuration and third-party information. They may contain errors, omissions, approximations or outdated information and are not guarantees of future performance.
16.2 AI-assisted features generate probabilistic content. Such an output is a working draft for professional review. It must not be issued to an End Client as the Partner's work product, nor relied on as the sole basis for a material financial, legal, tax, employment, credit or regulatory decision, without review by a suitably qualified individual within the Partner.
16.3 Finnovator Ltd is a technology company. It is not registered or regulated by any Approved Regulator, is not a registered auditor, and is not authorised or regulated by the Financial Conduct Authority. Nothing supplied under this Agreement constitutes audit, assurance, accounts preparation as a regulated activity, regulated tax agency work, regulated investment advice, credit broking, insolvency advice or any other regulated activity, whether to the Partner or to any End Client.
16.4 All professional judgement exercised in relation to an End Client is the Partner's. The Partner is responsible for determining whether an output is appropriate for its intended use, for correcting it, and for the form and content of anything issued under the Partner Marks. The presentation of the Platform under the Partner Marks does not transfer any professional responsibility to Finnovator.
16.5 Nothing in this Agreement requires disclosure of Finnovator's model weights, system prompts, proprietary algorithms or other Finnovator Materials.
17. Indemnities
17.1 The Partner will indemnify Finnovator against all losses, liabilities, damages, fines, costs and reasonable expenses arising out of or in connection with: (a) any claim by an End Client, or by a third party relying on the Partner's work, relating to the Partner's professional services, advice, deliverables or fees; (b) the Partner's breach of clause 3 (eligibility), clause 6 (End Client responsibilities), clause 7 (Minimum End Client Terms) or clause 11.3; (c) any claim that use of the Partner Marks as contemplated by this Agreement infringes a third party's rights; and (d) any regulatory investigation or sanction arising from the Partner's conduct or regulatory status.
17.2 Finnovator will defend the Partner against a third-party claim that authorised use of the unmodified Platform infringes that third party's UK Intellectual Property Rights and will pay damages finally awarded or an approved settlement, subject to clause 18. Finnovator has no obligation to the extent a claim results from the Partner Marks, End Client Data, Partner configuration or specifications, unauthorised modification or combination, continued use after notice, breach of this Agreement, or a Third-Party Service not supplied by Finnovator. This states the Partner's exclusive remedy for third-party intellectual property infringement by the Platform.
17.3 An indemnified party must promptly notify the indemnifier, give it sole control of defence and settlement, make no admission, and provide reasonable cooperation at the indemnifier's cost. No settlement may impose a non-indemnified obligation on the indemnified party without its consent, not to be unreasonably withheld.
17.4 The indemnity in clause 17.1 is not subject to the caps in clause 18.3 and 18.4.
18. Liability
18.1 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of the implied term as to title, or any liability that cannot lawfully be limited or excluded.
18.2 Subject to clause 18.1, neither party is liable for loss of profit, revenue, anticipated savings, business opportunity or goodwill, or for indirect or consequential loss. Finnovator is not liable for loss or corruption of data to the extent recoverable from backups the Partner or End Client was required to maintain, or for the acts, omissions or availability of Third-Party Services.
18.3 Subject to clauses 18.1, 18.2 and 18.4, Finnovator's total aggregate liability arising out of or in connection with this Agreement in any 12-month period will not exceed 100% of the Platform Fees paid or payable by the Partner in that period. For a claim arising before 12 months of paid service, the cap is the Platform Fees paid or payable for the first 12 months.
18.4 By way of exception to clause 18.3 and subject to clause 18.1, Finnovator's total aggregate liability for breach of clause 14 (Confidentiality), for breach of clause 11 and Schedule 4 (Data protection), and under clause 17.2 (intellectual property indemnity), will not in aggregate exceed 200% of the Platform Fees paid or payable in the 12-month period in which the first such claim arose. A higher cap applies only where expressly stated in the Partner Order Form.
18.5 Finnovator is not liable for any loss suffered by an End Client, or for any claim brought against the Partner by an End Client, arising from the Partner's professional services, advice, configuration choices or regulatory position. The Partner's remedy in respect of such matters lies in its own professional indemnity arrangements.
18.6 Finnovator maintains professional indemnity insurance and cyber liability insurance with a reputable insurer with a limit of indemnity of not less than [INSERT INSURED LIMIT] for any one claim, and will provide evidence of cover on reasonable written request. Maintaining insurance does not increase, vary or waive the limits in this clause 18.
18.7 The exclusions and caps apply to all causes of action and collectively to this Agreement.
19. Suspension and termination
19.1 Either party may terminate this Agreement immediately by written notice if the other commits a material breach and, where remediable, fails to remedy it within 20 Business Days after detailed written notice; or becomes insolvent, enters administration or liquidation other than for solvent restructuring, ceases business, or is subject to an analogous event.
19.2 Finnovator may terminate immediately by written notice if the Partner ceases to hold a Practising Certificate, ceases to hold the required professional indemnity insurance, ceases to be supervised for anti-money-laundering purposes, or is subject to a disciplinary sanction that in Finnovator's reasonable opinion makes continued partnership inappropriate.
19.3 Finnovator may terminate immediately if the Partner breaches clause 4.3, clause 4.4, clause 7.3 or clause 8.2, or if continued provision becomes unlawful.
19.4 Finnovator may suspend the Partner Instance in whole or in part, or restrict onboarding of new End Clients, where reasonably necessary to address a security risk, unlawful use, material breach, non-payment beyond the period in clause 10.5, harm to the Platform or third parties, or a legal requirement. Where practicable, Finnovator will give notice, limit the suspension to what is necessary, and restore access promptly once the cause is resolved. Finnovator will have regard to the effect of suspension on End Clients and clause 20 applies.
19.5 Termination does not affect accrued rights. Platform Fees due up to termination remain payable. Where the Partner terminates for Finnovator's uncured material breach, Finnovator will refund prepaid Platform Fees for the unused terminated period.
19.6 Clauses intended by nature to survive do so, including clauses 1, 10, 11, 13, 14, 17, 18, 20, 21 and 22 and Schedule 4.
20. Exit, migration and End Client continuity
20.1 The parties recognise that End Clients depend on continued access to their own records and that a Partner's exit, suspension or loss of eligibility must not leave an End Client without access to its data. This clause is agreed to protect End Clients and is not a right of solicitation.
20.2 On expiry or termination, and for 60 days afterwards, the Partner may use available export functionality to extract End Client Data. Finnovator will, on written request within that period, make End Client Data available in a commonly used machine-readable format. Standard self-service export is included; material custom extraction or migration assistance may be charged at agreed rates.
20.3 The Partner must, before or promptly after termination, notify each End Client of the change and make arrangements for continuity of access to that End Client's records.
20.4 Where the Partner Instance is suspended or terminated under clause 19.2 or 19.3, or where the Partner has failed to comply with clause 20.3 within 20 Business Days of termination, Finnovator may contact affected End Clients directly for the sole purposes of: (a) informing them that access will cease and by when; (b) enabling them to export their own data; and (c) offering, at the End Client's option, a direct subscription on Finnovator's standard Terms and Conditions of Supply or a transition to another partner of the End Client's choosing. Finnovator will notify the Partner before making such contact unless prevented by law or unless the Partner cannot be reached.
20.5 Except as permitted by clause 20.4, Finnovator will not contact End Clients about a direct or alternative commercial relationship during the Term or for 12 months afterwards.
20.6 After the 60-day export period, Finnovator will delete or irreversibly anonymise End Client Data from active systems within 60 days unless law requires retention, an End Client has taken a direct subscription under clause 20.4, or the parties agree otherwise. Residual copies in backups will be isolated from ordinary use and deleted through the normal backup cycle, which will not exceed 90 days from deletion from active systems. Finnovator will confirm completion of deletion on request.
20.7 Finnovator may retain limited records necessary to establish, exercise or defend legal claims, comply with law, prevent fraud and maintain security, subject to confidentiality and data-protection obligations. Aggregated Data meeting clause 13.5 may be retained.
21. Non-circumvention and non-competition
21.1 Subject to clause 20.4, Finnovator will not during the Term and for 12 months afterwards knowingly solicit any End Client for the supply of services competitive with those the Partner supplies to that End Client. This does not restrict Finnovator from dealing with a business that approaches Finnovator independently, that was a Finnovator customer before being onboarded by the Partner, or that responds to general marketing not targeted at the Partner's client base.
21.2 The Partner will not during the Term and for 12 months afterwards develop, procure the development of, or assist a third party to develop a product that materially replicates the Platform using knowledge of its non-public design, functionality or Documentation acquired under this Agreement. This does not restrict the Partner from using any other financial reporting software, or from continuing activities it carried on before the Effective Date.
21.3 During the Term and for six months afterwards, neither party will directly solicit for employment or engagement any individual materially involved in performing this Agreement, except through a general recruitment advertisement not targeted at that individual.
21.4 Each party considers the restrictions in this clause reasonable and necessary to protect legitimate business interests. If any restriction is held unenforceable but would be enforceable if modified, it applies with the modification necessary to make it enforceable.
22. General
22.1 Notices must be in writing and sent by hand, pre-paid next-Business-Day post, or email to the addresses in the Partner Order Form. Notices to Finnovator may be sent to legal@finnovator.co.uk. Email notices are received on transmission if sent before 5:00 pm on a Business Day and no delivery failure is received, otherwise on the next Business Day. This does not apply to service of proceedings.
22.2 This Agreement is the entire agreement concerning its subject matter. Each party acknowledges it has not relied on statements not set out in it, without limiting liability for fraud.
22.3 A variation must be in writing and agreed by authorised representatives, except that Finnovator may update these Partner Terms for legal, regulatory, security or service reasons by publishing an updated version and giving at least 60 days' notice to the Partner. A materially detrimental change will not apply before renewal unless required by law or security necessity; if it materially prejudices the Partner, the Partner may terminate before it takes effect. The longer notice period compared with Finnovator's direct customer terms reflects the Partner's need to reflect changes in its own End Client Terms.
22.4 Each party will comply with applicable laws relating to anti-bribery and anti-corruption (including the Bribery Act 2010), anti-money-laundering and counter-terrorist financing, modern slavery (including the Modern Slavery Act 2015), and applicable sanctions and export-control regimes.
22.5 Neither party is liable for delay caused by events beyond reasonable control, excluding payment obligations. If material disruption continues for more than 60 days, either party may terminate.
22.6 The Partner may not assign or transfer this Agreement without Finnovator's prior written consent, not to be unreasonably withheld, except that either party may assign to an affiliate or in connection with a merger, reorganisation or sale of substantially all relevant business, provided the assignee can perform the obligations and, in the Partner's case, satisfies clause 3. Finnovator may subcontract subject to this Agreement and Schedule 4.
22.7 Nothing creates a partnership, agency, employment, joint venture or fiduciary relationship between Finnovator and the Partner, or any relationship between Finnovator and any End Client. Neither party may hold itself out as able to bind the other. The Contracts (Rights of Third Parties) Act 1999 does not apply, and no End Client acquires any right to enforce this Agreement.
22.8 No failure or delay is a waiver. If a provision is invalid, it is modified to the minimum extent necessary and the remainder continues.
22.9 If a dispute arises, each party will escalate it to a principal, partner or director, who will meet within 10 Business Days to seek resolution in good faith before commencing proceedings. This does not prevent either party from exercising rights under clause 19 or seeking urgent injunctive relief.
22.10 This Agreement may be signed in counterparts and accepted electronically. It is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction, except a party may seek urgent injunctive relief in any competent court.
SCHEDULE 1 — ONBOARDING AND VERIFICATION REQUIREMENTS
The Partner must supply the following at onboarding step 3 and, where indicated, must keep it current throughout the Term. Access to a production Partner Instance is not granted until each mandatory item is verified.
Item | Requirement | Refresh |
Firm identity | Registered name, company or LLP number, registered office, trading names and principal place of business. | On change |
Practising Certificate | Approved Regulator, firm registration number, certificate holder name and expiry or renewal date. Finnovator may verify with the Approved Regulator directly. | Annually |
Principal contact | Named principal, partner, member or director responsible for the Partner Instance, with direct contact details. | On change |
Professional indemnity insurance | Insurer, policy number, limit of indemnity per claim and expiry date. Cover must be not less than the Approved Regulator's minimum for the Partner's fee income. | Annually |
Cyber liability insurance | Insurer, limit and expiry, or written confirmation that no separate cyber cover is held. | Annually |
AML supervision | Supervisory authority and registration reference. | Annually |
Regulatory standing | Confirmation of no current disciplinary finding, restriction, undertaking or investigation that would materially affect eligibility. | Annually |
Additional permissions | Designated Professional Body licence, FCA authorisation or other permission where the Partner provides services requiring it. | On change |
Data protection | ICO registration number and the name and contact details of the Partner's data protection contact or DPO. | Annually |
End Client Terms | Confirmation that the Partner's standard End Client Terms satisfy clause 7 and Schedule 2. | On material change |
Branding | Partner Marks and confirmation of the warranty in clause 5.2. | On change |
Administrators | Named administrative users, with multi-factor authentication enforced under clause 8.3. | On change |
SCHEDULE 2 — MINIMUM END CLIENT TERMS
The Partner must include the following in, or reflect them in substance in, its End Client Terms. The Partner may use its own drafting. These are minimum protections, not a complete set of terms, and the Partner remains responsible for the adequacy of its own engagement documentation.
Topic | What the End Client Terms must provide |
Business use only | The service is supplied only to businesses acting for purposes relating to their trade, business, craft or profession, and is not offered to consumers. |
Nature of outputs | Reports, ratios, dashboards, KPIs, forecasts, analytics and AI-assisted outputs depend on data supplied and may contain errors, omissions or approximations, and are not guarantees of future performance. |
Human review | AI-assisted output must not be relied on as the sole basis for a material financial, legal, tax, employment, credit or regulatory decision. |
Client responsibilities | The End Client remains responsible for its accounting records, filings, tax positions, internal controls, regulatory obligations and business decisions, and for maintaining independent backups or source-system records. |
Data accuracy | The End Client is responsible for the accuracy and completeness of data it supplies or connects, and for reviewing mappings, opening balances and classifications. |
Third-party integrations | Accounting platforms and other third-party services are controlled by their providers; changes to an API, permission or availability may delay or discontinue an integration. |
Use of a technology platform | Disclosure that services are delivered using a third-party technology platform, in terms sufficient to satisfy the Partner's Professional Rules on outsourcing and confidentiality. |
Subprocessing | Authority for the Partner to appoint subprocessors, including the platform provider and its own subprocessors, with a mechanism for notifying changes. |
Article 28 terms | Written processing terms meeting Article 28 UK GDPR between the End Client as controller and the Partner as processor. |
International transfers | Acknowledgement that personal data may be transferred outside the UK using an appropriate safeguard. |
No direct claim against the platform provider | The End Client's contractual relationship is with the Partner. The End Client acquires no rights against, and the platform provider owes no duty of care to, the End Client under the Partner's platform arrangements. |
No misrepresentation of the platform | No statement that the platform provider is regulated by a professional body or the FCA, provides regulated services, is certified other than as stated in writing, or guarantees accuracy, availability or any outcome. |
Exit and data export | A right for the End Client to export its data on termination, and a stated period within which it may do so. |
Continuity | Acknowledgement that if the Partner ceases to provide the service, the platform provider may contact the End Client for the limited purposes of enabling data export and offering continuity of access. |
Acceptable use | Prohibitions on reverse engineering, unauthorised automated access, introducing malicious code, sharing credentials and using the platform to build a competing product. |
Confidentiality and security | Obligations on the End Client to keep credentials secure, use multi-factor authentication where available, and promptly report suspected compromise. |
SCHEDULE 3 — COMMERCIAL FRAMEWORK
The Partner Order Form completes the following. If an item is blank, no commitment is made beyond these Partner Terms.
Item | Contract detail |
Pricing model | Per End Client, per entity, per Authorised User, tiered or committed volume, and the basis of measurement. |
Minimum commitment | Any minimum number of End Clients or minimum annual value, and the treatment of shortfall. |
Tiering and discounts | Volume bands, any ramp during the Initial Term, and when a band change takes effect. |
Billing | Frequency, invoicing date, payment terms and payment method. |
Onboarding and implementation | Any one-off configuration, branding, migration or training fees. |
Included support | Second-line support channels, hours, response targets and any service credits. |
Branded support | Whether Finnovator provides support presented under the Partner Marks, and on what conventions. |
Term | Initial Term, Renewal Term and notice periods. |
Instance configuration | Modules, enabled AI features, integrations, data limits and hosting region. |
Exit assistance | Export formats and any chargeable migration assistance rates. |
SCHEDULE 4 — DATA PROCESSING (SUBPROCESSOR TERMS)
S4.1 Roles and scope
S4.1.1 This Schedule applies where Finnovator processes personal data within End Client Data. Where the End Client is controller and the Partner is processor, Finnovator acts as the Partner's subprocessor. Where the Partner is controller, Finnovator acts as the Partner's processor. References to the Partner's instructions include instructions the Partner is required to pass on from an End Client.
S4.1.2 The subject matter is provision of the Partner Instance; duration is the Term plus the export and deletion periods in clause 20; nature and purpose include collection, hosting, retrieval, organisation, analysis, visualisation, transmission, support, security, backup and deletion as instructed through use of the Platform.
S4.1.3 Data subjects may include End Client personnel, customers, suppliers, contractors, directors, shareholders and other persons represented in accounting or business records, and Partner Personnel. Data types may include identity and contact data, user credentials and logs, transaction descriptions, invoices, payroll-related fields where uploaded, financial account data, business metrics and other data selected by the Partner or End Client. Special-category and criminal-offence data must not be uploaded unless expressly agreed in writing and appropriately safeguarded.
S4.2 Finnovator's obligations
S4.2.1 Finnovator will process personal data only on the Partner's documented instructions, including this Agreement and the Partner's configured use, unless applicable law requires otherwise; where permitted, Finnovator will inform the Partner before that processing.
S4.2.2 Finnovator will ensure persons authorised to process the data are bound by confidentiality, implement appropriate technical and organisational measures, and assist the Partner through appropriate measures with data-subject requests, taking account of the nature of the processing.
S4.2.3 Finnovator will provide reasonable assistance with security, breach notification, data-protection impact assessments and regulator consultation, taking account of the processing and information available. Material assistance beyond standard functionality may be chargeable unless caused by Finnovator's breach.
S4.2.4 Finnovator will notify the Partner if, in its reasonable opinion, an instruction infringes Data Protection Laws, and may suspend the affected processing while the parties resolve the issue.
S4.3 Further subprocessors and transfers
S4.3.1 The Partner gives general authorisation for Finnovator to appoint its own subprocessors. Finnovator maintains a current list at finnovator.co.uk/subprocessors and will give at least 30 days' prior notice of a new subprocessor, so that the Partner has time to notify its End Clients where required.
S4.3.2 The Partner may object on reasonable data-protection grounds within 10 Business Days, including where an End Client has objected. The parties will seek a commercially reasonable solution. If none is available, either party may terminate the affected element and Finnovator will refund prepaid unused Platform Fees.
S4.3.3 Finnovator will impose data-protection obligations on each subprocessor providing materially equivalent protection and remains responsible for its subprocessors' processing to the extent required by Data Protection Laws.
S4.3.4 Finnovator will not transfer personal data outside the United Kingdom except using a lawful transfer mechanism and supplementary measures where required, including UK adequacy regulations, the UK International Data Transfer Agreement or the UK Addendum to approved standard contractual clauses.
S4.4 Audit, return and deletion
S4.4.1 Finnovator will make available information reasonably necessary to demonstrate compliance with Article 28 UK GDPR, which may include independent audit reports, certifications or security documentation available to Finnovator. Requests must protect other customers' and partners' information and Finnovator security.
S4.4.2 If that information is insufficient, the Partner may conduct or appoint an independent auditor to conduct an audit no more than once annually on reasonable notice during business hours, subject to confidentiality, security and non-disruption requirements. Additional audits may occur following a material incident or regulator requirement. The Partner bears reasonable costs unless the audit identifies a material breach by Finnovator. Where an End Client has an audit right, the Partner will seek to satisfy it using this clause rather than by an End Client audit of Finnovator.
S4.4.3 Return and deletion of personal data are governed by clause 20.
SCHEDULE 5 — VERSION HISTORY
Version | Date | Summary of changes |
1.0 | 01st September 2026 | First published version. |
Superseded versions are retained by Finnovator and are available on request to legal@finnovator.co.uk.