AGREED TERMS
1. Interpretation
Taras Crunch: Web Accounting Solutions Ltd (Whose registered office is at 144-146 Kings Cross Road, London, U.K. WC1X 9DU).
Taras Crunch Website: The website at vatscanplus.co.uk (or such other web address notified by Taras Crunch to the Customer from time to time).
Authorised Users: Those operators who are authorised to access Customer data and to use the Services.
Business Day: A day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Customer: The entity that registers for which financial data is being handled and VAT is submitted to HMRC
Customer Data: The data inputted and/or created by the Customer, Authorised Users, or Taras Crunch on the Customer’s behalf when using the Services (including all data submitted to HMRC).
HMRC: Means HM Revenue and Customs of the United Kingdom.
Services: The subscription services provided by Taras Crunch to the Customer under these Terms via the Taras Crunch Website from time to time which allow the Customer to file electronic tax submissions to HMRC and view certain tax information.
Software: The online software application provided by the Supplier as part of the Service.
Tax Agent: Means an organisation that provides tax filing services to their own clients.
Virus: any software, code or other item which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data; or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2 Clause headings shall not affect the interpretation of these Terms.
1.3 A reference to a statute or statutory provision is a reference to it as it is in force as at the Effective Date.
1.4 A reference to a statute or statutory provision shall include all subordinate legislation made as at the Effective Date under that statute or statutory provision.
1.5 A reference to writing or written includes e-mail.
1.6 References to clauses are to the clauses of these Terms.
1.7 Wherever the words “including”, “include”, “includes” or “included” are used they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires it.
2. Services
2.1 Taras Crunch shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for maintenance which may require a period of downtime. Taras Crunch shall try to minimise such downtime and will try to notify the Customer in advance of such downtime (although cannot guarantee this).
2.2 Taras Crunch provides guidance and support to help with the use of the Services via the Taras Crunch Website and will endeavour to respond to any queries during normal office hours on a Business Day (but noting that such support is not available for the period 24 December to 1 January inclusive unless otherwise notified by Taras Crunch).
2.3 Assistance to users is by e-mail only, we do not provide telephone advice or telephone support.
3. Compliance with Law
3.1 Each Party will be responsible for compliance with all applicable laws and government or other applicable regulations when performing its obligations under these Terms or when exploiting the rights granted under these Terms.
3.2 The Customer grants Taras Crunch a licence to use, copy, transmit, store, analyse, and back up all data you submit to Taras Crunch through our Services to: (i) enable you to use our Services; (ii) allow us to improve, develop and protect our Services; (ii) create new services; and (iii) disclose to third-party service providers and partners to enable and support such purposes.
4. Obligations of Taras Crunch
4.1 Taras Crunch undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
4.2 The undertaking at clause 4.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Taras Crunch’s instructions, or modification or alteration of the Services by any party other than Taras Crunch or its duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Taras Crunch will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance reasonably promptly.
4.3 Taras Crunch does not warrant that the Customer’s use of the Services will be uninterrupted or error-free and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities. The Customer should promptly notify Taras Crunch if it is having difficulty accessing the Services (for reasons other than the Customer’s own connectivity issues).
4.4 Taras Crunch warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.
4.5 Taras Crunch carries out back-ups in the usual course of its business but the Customer is responsible for performing full back-ups of the Customer Data. In the event of any loss or damage to Customer Data, the liability of Taras Crunch is limited to taking reasonable steps to try to recover that data from its available back-ups. Taras Crunch shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Taras Crunch for which it shall remain fully liable to the extent set out in this clause 5.5).
5. Customer's obligations
5.1 The Customer shall:
(a) ensure that the Authorised Users use the Services and the Documentation in accordance with these Terms and shall be responsible for any Authorised User’s breach of these Terms;
(b) obtain and shall maintain all necessary licences, consents, and permissions necessary for Taras Crunch, its contractors and agents to perform their obligations under these Terms, including without limitation the Services;
(c) ensure that its network and systems comply with the relevant specifications provided by Taras Crunch from time to time for accessing the Services;
(d) be responsible for: (i) keeping its information up to date (including a current e-mail address); and (ii) protecting and preventing unauthorised access to any usernames and passwords; and
(e) at all times be responsible for its legal, tax and compliance obligations.
5.2 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality and accuracy of all such Customer Data.
6. Proprietary rights
6.1 The Customer acknowledges and agrees that Taras Crunch and/or its licensors own all intellectual property rights in the Services and the Documentation. These Terms do not grant the Customer any rights or licences in respect of the Services or the Documentation except as expressly stated.
6.2 Taras Crunch confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant the rights it purports to grant under, and in accordance with, these Terms.
7. Confidentiality
7.1 While using our Services, you may share confidential information with us and you may become aware of confidential information about us. You and we both agree to take reasonable steps to protect the other party’s confidential information from being accessed or used by unauthorised individuals or for any other purpose other than for using or providing the Services. We may each share each other’s confidential information with our officers, employees, agents, subcontractors and advisers (on a need-to-know basis and subject to procuring compliance by them with this clause 9.1) and with legal or regulatory authorities to the extent required to do so.
8. Indemnity
8.1 The Customer shall indemnify Taras Crunch against claims (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Documentation.
8.2 Taras Crunch shall indemnify the Customer against any claim that the Customer’s use of the Services in accordance with these Terms infringes any third-party intellectual property or other right.
8.3 The indemnities in clauses 8.1 and 8.2 are subject to the indemnified party:
(a) notifying the indemnifying party promptly on becoming aware of any matter or claim to which the indemnity might relate;
(b) not making any admission, settlement or payment in respect of such matter or claim, other than a payment made pursuant to a court order, without the prior written consent of the indemnifying party; and
(c) allowing the indemnifying party to conduct and/or settle negotiations and/or proceedings relating to such matter or claim and the indemnified party shall comply with the indemnifying party’s reasonable requests in the conduct of any such negotiations and/or proceedings.
8.4 In the defence or settlement of any claim, Taras Crunch may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing
8.5 In no event shall Taras Crunch be liable to the Customer to the extent that the alleged infringement is based on:
(a) a modification of the Services or Documentation by anyone other than Taras Crunch; or
(b) the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Taras Crunch; or
(c) the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from Taras Crunch.
The foregoing states the Customer’s sole and exclusive rights and remedies, and Taras Crunch’s entire obligations and liability, for infringement of any third party rights.
9. Limitation of liability
9.1 The Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer.
9.2 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded.
9.3 The Customer acknowledges and agrees that the Software and Services are only tools to assist the Customer with electronic submissions of tax data to HMRC and the Customer at all times remains solely responsible for meeting applicable compliance obligations with HMRC.
9.4 Nothing in these Terms shall exclude or limit Taras Crunch’s liability for:
(a) death or personal injury resulting from its negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(e) any other liability which cannot be excluded or limited by applicable law.
9.5 Subject to clause 9.4:
(a) Taras Crunch shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and
9.6 Taras Crunch shall not be liable for any losses arising out of the Customer’s failure to access the Services or for any losses or expenses resulting from the Customer’s failure to perform its obligations under these Terms.
10. Term and termination
10.1 These Terms shall continue in force until terminated in accordance with this clause 10.
10.2 Either party may terminate these Terms on not less than 30 days’ written notice to the other party.
10.3 Either party may terminate these Terms immediately by giving written notice to the other party if the other party:
(a) commits a material breach of any term of these Terms and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
(b) is unable to pay its debts as they fall due or otherwise becomes insolvent; or
(c) if the other party becomes subject to an order of dissolution or liquidation (other than for the purposes of solvent amalgamation or reconstruction), or an arrangement or composition is made with its creditors, or a receiver, administrator, administrative receiver or manager is appointed over any of its assets, or if any similar or analogous event occurs in relation to the other party in any jurisdiction to which it is subject.
10.4 Upon termination of these Terms for any reason:
(a) all licences granted under these Terms shall immediately terminate;
(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(c) Taras Crunch may destroy or otherwise dispose of any of the Customer Data in its possession unless Taras Crunch receives, no later than ten days after the effective date of the termination of these Terms, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Taras Crunch shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Taras Crunch in returning or disposing of Customer Data;
(d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
11. Notices
11.1 Any notice given under these Terms must be in writing and be delivered personally, sent by pre-paid first-class post, recorded delivery or commercial courier, or sent by email.
11.2 Notices shall be deemed to have been received:
(a) if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting;
(b) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or
(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 12.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
11.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
12. Entire agreement
12.1 These Terms, and any documents referred to in them, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
12.2 Each of the parties acknowledges and agrees that in entering into these Terms it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Terms or not) relating to the subject matter of these Terms, other than as expressly set out in these Terms.
12.3 Each of the parties agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each of the parties agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.
13. Variation
13.1 No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14. Waiver
14.1 No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.2 Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.
15. Severance
15.1 If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
15.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
16. Assignment
16.1 Neither party may assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).
17. No partnership or agency
17.1 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
18. Third-party rights
18.1 No one other than a party to these Terms and their permitted assignees shall have any right to enforce any of its terms.
19. Governing law
19.1 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
20. Jurisdiction
20.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).
© 2024 Web Accounting Solutions Ltd. All rights reserved. Terms of Use | Privacy Policy