Version 1.1 — 21 September 2026 · Published in the Legal section of Suitxen’s website; accepted online through the Suitxen beta gate.
This Beta Programme Agreement (“Agreement”) is made, with effect from the Effective Date (clause 14), between Suitxen Ltd (“Suitxen”, “we”, “us”) and [Partner firm legal name] (the “Partner”, “you”). It governs the Partner’s participation in the private beta of the Suitxen platform (the “Platform”).
1. The beta programme
1.1 Purpose.
The beta is a collaborative evaluation. Its purpose is to test the Platform in real-world use and to gather the Partner’s feedback so that Suitxen can improve it. It is not a finished commercial product.
1.2 Term.
The Partner’s beta access runs for an evaluation window of two weeks (14 days) from the date access is enabled through the beta gate, unless extended in writing by Suitxen or terminated earlier under clause 11; access expires automatically at the end of the window. The Partner’s cohort (Cohort 1 — Founding Partner, or Cohort 2 — Early Partner; see clause 12.1) and the exact window dates are confirmed at acceptance through the beta gate.
1.3 No obligation to launch.
Suitxen is under no obligation to release any commercial version, or to include any particular feature.
2. Grant of access
2.1 Limited licence.
Suitxen grants the Partner a limited, non-exclusive, non-transferable, revocable right to access and use the Platform during the term solely for internal evaluation and the provision of feedback (the “Permitted Use”). For clarity, an output that the Partner’s adviser has reviewed, edited and signed off under clause 3 may be exported through the Platform’s export function and used with the Partner’s own clients in the ordinary course of its business; all other use of the Platform and its outputs remains limited to internal evaluation.
2.2 Staged release.
Access is provided in stages at Suitxen’s discretion. Suitxen may enable Platform modules incrementally and may withhold, limit or withdraw access to any feature at any time.
2.3 Named users.
Access is limited to the named individuals notified to Suitxen. The Partner is responsible for keeping credentials secure and for the acts of its users. Credentials must not be shared.
2.4 No sublicensing.
The Partner must not resell, sublicense, rent, or make the Platform available to any third party.
3. Partner responsibilities
The Partner shall:
3.1 use the Platform only for the Permitted Use and in accordance with reasonable instructions and documentation provided by Suitxen;
3.2 participate in agreed feedback activities (for example scheduled calls, surveys or co-working sessions);
3.3 comply with all applicable laws and its own regulatory obligations (including FCA rules) when using the Platform; the Partner remains responsible for any regulated advice it gives to its own clients; and
3.4 not input into the Platform any personal data of its clients except in accordance with the Data Processing Agreement, and where required, after informing or obtaining consent from those clients; and
3.5 not input any special-category personal data (for example health information) into the Platform during the beta, and in any event minimise identifying details in what it enters — using test or anonymised case data wherever the evaluation allows, particularly during Cohort 1. Suitxen may reject or delete data entered in breach of this clause.
4. Restrictions
The Partner shall not, and shall not allow any third party to:
4.1 copy, reproduce, screen-record, screenshot or photograph any part of the Platform except (i) as expressly permitted by Suitxen in writing or (ii) a screenshot reasonably necessary to report a bug or give feedback to Suitxen through the agreed feedback channel, provided any client personal data is removed or irreversibly redacted before the screenshot is captured or sent, and the Partner shares it with no one else and deletes it once the report is made;
4.2 decompile, disassemble, reverse-engineer or attempt to derive the source code, algorithms, data models or underlying methods of the Platform, save to the extent this restriction cannot lawfully be excluded;
4.3 access the Platform to build, or help anyone else build, a competing or substantially similar product or service, during the term and for 12 months afterwards (a period the Parties consider no longer than is reasonably necessary to protect Suitxen’s confidential information and legitimate business interests);
4.4 remove or obscure any proprietary notice, watermark or identifier;
4.5 probe, scan or test the vulnerability of the Platform, or circumvent any access, usage or security control, except through a process expressly agreed with Suitxen; or
4.6 use the Platform to benchmark it for, or disclose its features to, a competitor of Suitxen.
5. Feedback — ownership
5.1 Assignment of feedback.
All feedback, suggestions, ideas, enhancement requests, bug reports and other input the Partner gives about the Platform (“Feedback”) is assigned to Suitxen with full title guarantee, including all intellectual-property rights in it, as and when created. The Partner waives any moral rights in the Feedback so far as permitted by law.
5.2 No claim.
The Partner will not assert any ownership of, or any claim to royalties or compensation for, any feature, improvement or product that incorporates or derives from the Feedback. Suitxen may use the Feedback for any purpose without restriction or attribution.
5.3 Further assurance.
The Partner shall, at Suitxen’s request and cost, do anything reasonably necessary to give effect to this clause.
6. Intellectual property
The Platform and all intellectual-property rights in it remain the exclusive property of Suitxen and its licensors. This Agreement transfers no rights in the Platform to the Partner other than the limited licence in clause 2.
7. Confidentiality and data protection
7.1 NDA.
The Mutual NDA between the Parties (accepted through the Suitxen beta gate or otherwise entered into) applies to all information exchanged under this Agreement and is incorporated by reference. The non-public content of the beta and the Partner’s participation in it are Confidential Information, subject to clause 2.2 of the NDA: the public description of the beta programme and the template terms published in the Legal section of Suitxen’s website are not confidential.
7.2 Data processing.
Where the Partner inputs personal data into the Platform, Suitxen acts as the Partner’s data processor under the Data Processing Agreement between the Parties (accepted through the Suitxen beta gate or otherwise entered into), which governs that processing. No personal data may be entered before that agreement has been accepted through the beta gate or otherwise executed.
8. No warranty — beta software
8.1 As is.
The Platform is provided “as is” and “as available” for evaluation. To the extent permitted by law, Suitxen excludes all warranties, conditions and representations, express or implied, including as to fitness for purpose, accuracy of outputs, and uninterrupted or error-free operation.
8.2 Not advice.
Platform outputs are tools to assist the Partner’s qualified professionals. They are not financial, legal, tax or regulatory advice, and must be reviewed by a competent person before being relied on or shared with any client.
8.3 No reliance.
The Partner must not use the Platform as the sole basis for any client deliverable during the beta, and must maintain its existing processes and records in parallel.
9. Limitation of liability
9.1 Uncapped matters.
Nothing limits liability for death or personal injury caused by negligence, for fraud, for any statutory right of a data subject under the UK GDPR that cannot lawfully be limited by contract, or for anything else that cannot be limited by law.
9.2 Exclusions.
Subject to clause 9.1, neither Party is liable for any indirect or consequential loss, or for any loss of profit, revenue, business, contracts, opportunity, goodwill, anticipated savings or data, or wasted management or staff time, whether direct or indirect. This clause 9.2 does not exclude liability for loss or corruption of the Partner’s client data to the extent caused by Suitxen’s breach of the DPA, which remains subject to the cap in clause 9.4.
9.3 Cap.
Subject to clause 9.1, Suitxen’s total aggregate liability arising out of or in connection with the Platform and this Agreement — whether in contract, tort (including negligence), breach of statutory duty or otherwise — shall not exceed £100, reflecting that the Platform is provided free of charge for evaluation. This is one combined cap for all claims and all causes of action, not a separate cap for each claim, claimant, incident or remedy; claims arising from the same or connected acts, omissions or events are treated as one claim arising when the first such act, omission or event occurred. This cap does not apply to (a) liability under the DPA and personal-data matters, which are governed solely by clause 9.4, or (b) either Party’s liability for breach of the Mutual NDA, which is governed by that agreement and applies equally to both Parties.
9.4 Data-protection liability.
For the purposes of the beta, references in the DPA to the “main agreement” or the “Terms of Service” are read as references to this Agreement. Notwithstanding clause 9.3, Suitxen’s total aggregate liability under or in connection with the DPA, including for loss or corruption of client data and all other personal-data matters, is limited to £5,000, on the same connected-claims basis. This separate cap — deliberately modest, reflecting that the Platform is provided free of charge, that client data is pseudonymised and held on a short deletion cycle, and that clause 3.5 restricts what may be entered — is the Parties’ agreed allocation of data-protection risk for the beta. Nothing in this clause relieves either Party of its own direct statutory responsibilities under Data Protection Laws, limits a data subject’s statutory rights, or limits the powers of the Information Commissioner.
9.5 Reasonableness.
The Partner acknowledges that the Platform is an unfinished evaluation service provided free of charge; that clauses 3, 8 and 9 allocate risk on that basis; that special-category data is prohibited, identifying details must be minimised, working case data is held on a short deletion cycle and professional review is mandatory; that these limitations were specifically drawn to its attention; and that it had the opportunity to take independent legal advice. In those circumstances, the Parties agree that clauses 9.2 to 9.4 are reasonable for the purposes of the Unfair Contract Terms Act 1977.
10. Audit and monitoring
10.1 Logging.
The Partner acknowledges that Suitxen logs use of the Platform, including access, actions and data exports, for security, support and to detect misuse.
10.2 Audit right.
On reasonable notice, Suitxen may audit the Partner’s compliance with the restrictions in clause 4, and the Partner shall provide reasonable cooperation.
11. Suspension and termination
11.1 Immediate suspension.
Suitxen may suspend or revoke access immediately, without notice, where it reasonably suspects a breach of clause 4, the NDA, or a security or data-protection risk (a “kill switch” right).
11.2 Termination for convenience.
Either Party may end this Agreement on 7 days’ written notice. Suitxen may end the beta at any time.
11.3 Termination for breach.
Either Party may terminate immediately on written notice if the other commits a material breach that is not remedied within 14 days of notice (or is incapable of remedy).
11.4 On termination.
Access ends, the Partner must stop using the Platform, and the return / destruction and data-deletion provisions of the NDA and the DPA apply. Clauses 4 to 10, 11.4, 12 and 13 survive.
12. Founding Partner Pricing
12.1 Cohorts and places.
The beta programme has two founding cohorts: Cohort 1 (“Founding Partners”), limited to a maximum of five firms; and Cohort 2 (“Early Partners”), limited to a maximum of fifteen firms. Suitxen allocates places at its discretion, in order of completed acceptance through the beta gate and confirmed case commitment; it may leave places unfilled and may close a cohort early. The Partner’s cohort is confirmed at acceptance (clause 1.2) and no place is guaranteed until so confirmed. Firms that register interest after the founding places are filled join the waiting list under clause 12.6; if a founding place lapses under clause 12.10 before the end of the beta programme, Suitxen may offer it to the next firm on the waiting list.
12.2 Cohort 1 pricing — Lifetime Founding Rate.
A Cohort 1 Partner that satisfies clause 12.4 receives a 40% discount off Suitxen’s then-current list price for the base fee of its chosen plan (the “Lifetime Founding Rate”) on conversion to a paid subscription, continuing for as long as the Partner maintains a continuous active subscription.
12.3 Cohort 2 pricing — Early Partner Rate.
A Cohort 2 Partner that satisfies clause 12.4 receives a 40% discount off Suitxen’s then-current list price for the base fee of its chosen plan for the first 24 months of its paid subscription, reducing automatically to a 20% discount thereafter (together the “Early Partner Rate”), for as long as the Partner maintains a continuous active subscription.
12.4 Conditional on participation.
Founding pricing under clauses 12.2 and 12.3 is earned by genuine, active participation during the beta. “Active participation” means that, within the Partner’s two-week evaluation window, the Partner: (a) processes at least three of its own real client cases through the Platform (entered in accordance with clauses 3.4 and 3.5 — minimised identifiers and no special-category data; the Partner selects cases that can be entered on that basis, and Suitxen will accept a substitute or partially anonymised case where a real case cannot be entered compliantly); (b) provides full, substantive feedback on those cases and on the Platform generally, including completing any feedback requests and attending the feedback session(s) reasonably arranged by Suitxen; and (c) responds to reasonable follow-up questions. Suitxen will determine, acting reasonably and in good faith, whether this condition is met.
12.5 Partial engagement.
If the Partner has genuinely engaged with the beta but does not fully meet clause 12.4, a Cohort 1 Partner instead receives the Early Partner Rate in clause 12.3, and a Cohort 2 Partner instead receives the Early Access Rate in clause 12.6, in each case on the continuity terms in clause 12.8.
12.6 Waiting list and Early Access Rate.
A firm that registers interest after the founding places are filled is placed on a waiting list and receives beta access only if offered a lapsed place under clause 12.1. Whether or not it receives beta access, a waiting-list firm that subscribes within 60 days of the Platform’s general availability receives a 20% discount off Suitxen’s then-current list price for the base fee of its chosen plan for the first 12 months of its subscription (the “Early Access Rate”), on the continuity terms in clause 12.8. The beta programme itself remains limited to the twenty founding places.
12.7 Scope of the discount.
Every discount under this clause applies only to the base subscription fee of one standard plan (currently Solo, Firm or Practice, or their nearest equivalents) for the billing period the Partner selects; the standard annual billing rate counts as list price, so the discount applies on top of it. The discount does not apply to additional user seats beyond those included in the plan’s base fee, to the Network plan or any custom or enterprise pricing, to any second or additional subscription or site, or to add-ons, usage beyond plan limits or professional services. The Partner may move between standard plans, and the discount follows the base fee of the plan then held.
12.8 Continuity and lapse.
Any discount under this clause applies only while the subscription remains active and continuous. If the subscription is cancelled or lapses for more than 30 days, the discount ends and is not reinstated. Where a plan is discontinued, the discount applies to the nearest equivalent plan.
12.9 Personal to the Partner.
The discount is personal to the Partner and is not transferable or assignable, except that on a change of control of the Partner, or a transfer of its business as a going concern, it may be transferred to the successor with Suitxen’s prior written consent (not to be unreasonably withheld). It cannot be combined with any promotion or other offer; the standard annual billing rate is not a promotion for this purpose.
12.10 Non-participation — loss of founding status.
If, by the end of the Partner’s evaluation window, the Partner has not made genuine use of the Platform or has provided no feedback, the Partner ceases to be eligible for the founding-partner programme entirely: none of the rates in clauses 12.2, 12.3 or 12.6 will apply, then or at any time in the future, and any later subscription is at Suitxen’s then-current list price and terms. Suitxen will confirm the position in writing at the end of the window. For clarity, this clause withholds a conditional benefit; it does not impose any penalty, charge or other obligation on the Partner.
13. General
13.1 Entire agreement.
This Agreement, the NDA and the DPA together form the entire agreement between the Parties on the beta.
13.2 Order of precedence.
If there is conflict: the DPA prevails on data-protection matters, save that clause 3.5 of this Agreement (no special-category data during the beta) prevails over Schedule 1 of the DPA, and clause 9.4 of this Agreement governs data-protection liability during the beta; otherwise this Agreement prevails over the NDA.
13.3 Variation.
Any variation must be in writing and signed by both Parties.
13.4 Governing law.
This Agreement and any non-contractual obligations are governed by the laws of England and Wales, and the Parties submit to the exclusive jurisdiction of its courts.
13.5 Conversion to a paid subscription.
On conversion to a paid subscription, the Terms of Service (together with the Data Processing Agreement) replace this Agreement for ongoing use of the Platform, save for accrued rights and the clauses that survive under clause 11.4 — including the Founding Partner Pricing in clause 12, which carries into the paid subscription, and clause 4.3 (competing products), which continues for its stated 12-month period. The remaining beta-specific restrictions in clause 4 — including the restrictions on copying and screenshots — end on conversion and are superseded by the Terms of Service and the Mutual NDA, whose confidentiality and non-use obligations continue under their own terms.
14. Acceptance and execution
The Partner may accept this Agreement online by ticking the acceptance box at the Suitxen beta gate, where the three beta documents are presented in the order Mutual NDA, then this Agreement, then the Data Processing Agreement, each openable in full, and each accepted separately before access to the Platform is enabled. Ticking the box confirms that the individual accepting is authorised to bind the Partner and forms a binding agreement without any further signature. Suitxen records the account, name, date, time, IP address and the document versions accepted as evidence, and the date of that acceptance is the “Effective Date”. Alternatively, the Parties may execute this Agreement by signature below (including in counterparts and by electronic signature), in which case the Effective Date is the date of the last signature. The current version of this Agreement is published in the Legal section of Suitxen’s website.