AbraTax Terms and Conditions



These Terms and Conditions of Business (“Terms”) shall apply to the provision of Services by GSPV Limited (“GSPV”), registered in England and Wales under company number 09888099 and having its registered office at 4 Graham Street, London, United Kingdom, N1 8GB, to the customer named in the application for these Services (“the Customer”) (together the “Parties”).



1.

DEFINITIONS

1.1

The definitions and rules of interpretation in this clause apply to these Terms.

Business Days: means a day other than a Saturday or a Sunday or a UK Bank Holiday.

Confidential Information: means any and all information and data, however conveyed or presented and whether technical or commercial, disclosed by one Party to the other or obtained or received by a Party as a result of entering into or performing its obligations under these Terms, including any information that is clearly labelled as such or is identified as Confidential Information in clause 12.5.

Customer Data: the data inputted by the Customer or GSPV on the Customer's behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

Data Protection Legislation: means all applicable laws and regulations relating to the processing of Personal Data and privacy including the EU Data Protection Directive (95/46/EC), the Electronic Communications Data Protection Directive (2002/58/EC) and the EU’s General Data Protection Regulation (2016/679/EC), including all law and regulations implementing or made under them and any amendment or re-enactment of them.

Deliverables: all outputs generated by the Services specifically and uniquely from compiling or processing Customer Data.

Documentation: the operating manuals, user instruction manuals, technical literature and all other related materials made available to the Customer by GSPV from time to time in respect of the Services.

Effective Date: means the date on which the Customer agrees to these Terms and pays the initial Submission Fee in accordance with these Terms.

Fees: has the meaning as set out in clause 8.

Initial Term: 12 months from the Effective Date.

Normal Business Hours: 9.00 am to 5.00 pm local UK time, Monday to Friday excluding UK public holidays.

Portal: the website portal created and hosted by GSPV through which the Customer accesses the Services.

Pricing Details: the details made available on the AbraTax Website which lists the Submission Credit Packages offered by GSPV to its customers in connection with the Services as well as each Submission Credit Package’s corresponding Submission Fee, as further detailed in clause 9.

Renewal Period: the period described in clause 15.1.

Services: the services provided by GSPV to the Customer under these Terms as set out in Appendix 1 to these Terms which shall include the provision of the Software and the Support Services.

Software: the AbraTax software product provided by GSPV as part of the Services and made available via the Portal.

Submission: means any VAT return submitted by the Customer to HMRC on behalf of its clients using the Software and Portal.

Submission Credit Package: the relevant package selected and purchased by the Customer in accordance with clause 9 which shall allow the Customer to make the number of Submissions specified in the Pricing Details.

Submission Fee: the fee payable by the Customer to GSPV as set out in the Pricing Details, to be paid by the Customer when purchasing a Submission Credit Package on the Portal.

Support Services: the support services set out in Part 2 of Appendix 1 to these Terms which shall be provided to the Customer during the Term

Term: means the term of these Terms as set out in clause 15.



2.

LICENCE

2.1

Subject to the Customer paying the applicable Fees in accordance with clause 10, the restrictions set out in this clause 2 and the other terms and conditions of these Terms, GSPV hereby grants to the Customer a non-exclusive, non-transferable licence to use the Software and/or Documentation for the Term of these Terms and in accordance with the terms contained herein.

2.2

The Customer shall not access, store, distribute or transmit any viruses, and GSPV reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

2.3

The Customer shall not:

(a)

except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties:

(i)

and except to the extent expressly permitted under these Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

(ii)

attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(b)

access all or any part of the Software and/or Documentation in order to build a product or service which competes with the Software and/or the Documentation; or

(c)

license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except a Supplier, or

(d)

attempt to obtain, or assist third Parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2;

2.4

The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify GSPV.

2.5

The rights provided under this clause 2 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.



3.

SERVICES

3.1

GSPV shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except that GSPV may be required to undertake maintenance of the Services at any time. GSPV shall use reasonable endeavours to give the Customer at least 12 business hours’ notice in advance of any maintenance work that may affect the availability of the Services.

3.2

GSPV shall provide the Support Services set out in Appendix 1 to these Terms.



4.

CUSTOMER DATA

4.1

As between GSPV and the Customer, the Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.



5.

DATA PROTECTION OBLIGATIONS

5.1

GSPV and the Customer acknowledge that for the purposes of any data processing under these Terms the Customer is the Data Controller and GSPV is the Data Processor in respect of any Personal Data (as defined in the Data Protection Legislation).

5.2

The Parties agree to comply with their data protection obligations as set out in the Data Protection Legislation.



6.

GSPV'S OBLIGATIONS

6.1

GSPV shall perform the Services substantially in accordance with the Documentation with reasonable skill and care.

6.2

GSPV shall apply reasonable security measures in supplying the Services.

6.3

The obligation at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to GSPV's instructions, or modification or alteration of the Services by any party other than GSPV or GSPV's duly authorised contractors or agents. If the Services do not conform with the foregoing obligation, GSPV will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the obligation set out in clause 6.1.

6.4

Except as expressly provided in these Terms, the Customer agrees that the Services are provided by GSPV on an "as is" and "as available" basis and GSPV:

(a)

does not warrant that the Customer's use of the Services will be uninterrupted or error-free and is not responsible for the accuracy or correctness of any data submitted by the Customer to any third party using the Services; nor that the Services, Documentation and/or the Deliverables will meet the Customer's requirements. The Customer acknowledges that it is the responsibility of the Customer to verify the accuracy of any content submitted using the Software prior to submission.

(b)

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; and

(c)

except to the extent prohibited by law, GSPV excludes all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.

6.5

GSPV will have no liability for breach of the obligations set out above caused by GSPV’s compliance with specific specifications, instructions or other information received from the Customer.

6.6

These Terms shall not prevent GSPV from entering into similar agreements with third Parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.

6.7

GSPV warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.



7.

CUSTOMER'S OBLIGATIONS

7.1

The Customer shall:

(a)

provide GSPV with:

(i)

all necessary co-operation in relation to these Terms; and

(ii)

all necessary access to such information as may be required by GSPV;

(b)

comply with all applicable laws and regulations with respect to its activities under these Terms;

(c)

ensure that its (and its employees and contractors’) use of the Services and the Documentation is in accordance with these Terms;

(d)

obtain and shall maintain all necessary licences, consents, and permissions necessary for GSPV, its contractors and agents to perform their obligations under these Terms, including without limitation the Services; and

(e)

be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Portal, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.



8.

FEES

8.1

The Customer shall pay, via the payment processes within the Portal:

(a)

the Submission Fee; and

(b)

all other fees set out in these Terms,

together, the “Fees”.



9.

SUBMISSION CREDIT PACKAGES

9.1

The Pricing Details shall set out the maximum number of Submissions the Customer is permitted to make under each Submission Credit Package.

9.2

The Parties agree that the Customer shall be allowed to purchase any number of additional Submission Credit Packages during the Term (such Submission Credit Packages to be purchased by the Customer on the Portal or by another method notified to the Customer from time to time).

9.3

On receipt of the Customer’s payment for the additional Submission Credit Package, GSPV shall update the Customer’s account to reflect additional number of Submissions that the Customer is permitted to make during the Term.

9.4

The Customer shall be permitted to carry over any unused portion of a Submission Credit Package into each new Renewal Period.

9.5

For the avoidance of doubt, the Customer shall not be entitled to any refund for any unused portion of a Submission Credit Package.

9.6

GSPV shall be entitled to change the Submission Fees from time to time by updating the Pricing Details.



10.

PAYMENT

10.1

The Customer shall pay all Fees (including the Submission Fee) via credit or debit card through the payment service available on the Portal.

10.2

If Fees are not paid when due, and without prejudice to any other rights and remedies of GSPV may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and GSPV shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

10.3

If Fees are not paid when due, and without prejudice to any other rights and remedies of GSPV may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and GSPV shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

10.4

All amounts and fees stated or referred to in these Terms:

(a)

shall be payable in pounds sterling;

(b)

are, subject to clause 14.4(b), non-cancellable and non-refundable;

(c)

are exclusive of any applicable value added tax or withholding tax which shall be added to GSPV's invoice(s) at the appropriate rate.



11.

PROPRIETARY RIGHTS

11.1

The Customer acknowledges and agrees that GSPV and/or its licensors own all intellectual property rights in the Software, the Services and the Documentation. Except as expressly stated herein, these Terms does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

11.2

GSPV confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.

11.3

Subject to payment of all the fees and expenses due and owing to GSPV, the Customer shall be entitled to own all intellectual property rights in the Deliverables. To the extent that those Deliverables include Software source code, generic software tools, routines, frameworks, and components; generic content, application building blocks; templates; analytical models; project tools; or development tools then intellectual property rights in those elements of the Deliverables shall continue to belong to GSPV. All other intellectual property developed by GSPV during the course of these Terms shall belong to GSPV.

11.4

GSPV acknowledges that the intellectual property rights in the Customer Data or other material provided by the Customer to GSPV including, but not limited to any registered or unregistered trade marks or corporate logos, (the “Customer Materials”) are and shall remain the property of the Customer or its licensors as the case may be and that GSPV will not obtain any rights in the intellectual property rights in the Customer Materials other than expressly granted to it under these Terms. The Customer grants to GSPV a non-exclusive, non-transferable, royalty-free licence to use the Customer Materials only to the extent necessary for it to carry out its obligations under these Terms.

11.5

GSPV warrants that as far as it is aware, the Software and the Services do not infringe a third party’s intellectual property rights.

11.6

If any valid claim of breach of such warranty is brought to GSPV’s attention, it may, at its option and expense:-

(a)

obtain the right for the Customer to continue to use the Services; or

(b)

modify or replace the Services without materially reducing their overall performance so they do not infringe.

11.7

The foregoing states the Customer's sole and exclusive rights and remedies, and GSPV's (including GSPV’s employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.



12.

CONFIDENTIALITY

12.1

Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under these Terms. A Party's Confidential Information shall not be deemed to include information that:

(a)

is or becomes publicly known other than through any act or omission of the receiving Party;

(b)

was in the other Party's lawful possession before the disclosure;

(c)

is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or

(d)

is independently developed by the receiving Party, which independent development can be shown by written evidence; or

(e)

is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

12.2

Each Party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of these Terms.

12.3

Each Party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms.

12.4

Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

12.5

The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute GSPV's Confidential Information.

12.6

GSPV acknowledges that the Customer Data is the Confidential Information of the Customer.

12.7

This clause 12 shall survive termination of these Terms, however arising for a period of five years from the date of termination.



13.

PUBLICITY

13.1

For the avoidance of doubt, GSPV may disclose the fact of the existence of these Terms and that the Customer (and any member of the Customer Group) is a user of the Services, using the Customer’s (and any member of the Customer Group) name and logo, on its website and in other promotional materials.



14.

LIMITATION OF LIABILITY

14.1

This clause 14 sets out the entire financial liability of GSPV (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

(a)

any breach of these Terms;

(b)

any use made by the Customer of the Services, the Deliverables and the Documentation or any part of them; and

(c)

any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.

14.2

Except as expressly and specifically provided in these Terms:

(a)

the Customer assumes sole responsibility for confirming the accuracy of all Submissions and Deliverables, and for conclusions drawn from such Deliverables. GSPV shall have no liability for any damage caused by errors or omissions in the Submissions and/or Deliverables, any Customer Data, information, instructions or scripts provided to GSPV by the Customer in connection with the Services, or any actions taken by GSPV at the Customer's direction;

(b)

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 from these Terms; and

(c)

the Services and the Documentation are provided to the Customer on an "as is" basis.

14.3

Nothing in these Terms excludes the liability of GSPV:

(a)

for death or personal injury caused by GSPV's negligence; or

(b)

for fraud or fraudulent misrepresentation; or

(c)

any losses which cannot be excluded or limited by applicable law or regulation.

14.4

Subject to clauses 14.2 and 14.3:

(a)

GSPV 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

(b)

GSPV's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall, in any 12 month period, be limited to the total Fees paid during that 12 month period under these Terms.



15.

TERM AND TERMINATION

15.1

These Terms shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue for the Initial Term and, thereafter, subject to the Payment of the Fees, these Terms shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless otherwise terminated in accordance with the provisions of these Terms. The Initial Term together with any subsequent Renewal Periods shall constitute the Term.

15.2

Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate these Terms without liability to the other:

(a)

at any time during the Term upon giving the other Party not less than 30 days written notice;

(b)

if the other Party commits a material breach of any of these Terms and (if such a breach is remediable) fails to remedy that breach within 7 days of that Party being notified in writing of the breach; or

(c)

if the other Party becomes insolvent or bankrupt, assigns all or a substantial part of its business or assets for the benefit of creditors, permits the appointment of a receiver for its business or assets, becomes subject to any legal proceeding relating to insolvency or the protection of creditors’ rights or otherwise ceases to conduct business in the normal course or any action anywhere similar or analogous to any of the foregoing; provided that this right to termination shall not apply if the other Party is ordered to be wound up by the court for the purpose of a bona fide reconstruction or amalgamation.

15.3

On termination of these Terms for any reason:

(a)

all licences granted under these Terms shall immediately terminate;

(b)

the Customer shall return and make no further use of Documentation and other items (and all copies of them) belonging to the other Party; and

(c)

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.

15.4

On termination of these Terms for whatever reason, no refund of any prepaid Fees shall be made.



16.

FORCE MAJEURE

16.1

GSPV shall have no liability to the Customer under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control.



17.

WAIVER

17.1

A waiver of any right under these Terms is only effective if it is in writing and it applies only to the Party to whom the waiver is addressed and to the circumstances for which it is given.

17.2

Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.



18.

SEVERANCE

18.1

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.

18.2

Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.



19.

ENTIRE AGREEMENT

19.1

These Terms, and any documents referred to in it, constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

19.2

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.



20.

ASSIGNMENT

20.1

Neither Party shall assign rights or delegate responsibilities without the prior written permission of the other Party, such permission not to be unreasonably withheld or delayed, except to an affiliate of such Party who has the financial standing to meet the assigning Parties obligations.



21.

NO PARTNERSHIP OR AGENCY

21.1

Nothing in these Terms is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).



22.

THIRD PARTY RIGHTS

22.1

These Terms does not confer any rights on any person or Party (other than the Parties to these Terms and, where applicable, their successors and permitted assigns).



23.

NOTICES

23.1

Any notice required to be given under these Terms shall be made:

(a)

by email to the address set out by the Customer in its application for the Services; or

(b)

in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the contact set out in by the Customer in its application for the Services.

23.2

A notice delivered by email shall be deemed delivered at the point it is transmitted to the correct email address as set out by the Customer in its application for the Services. A notice sent by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.



24.

GOVERNING LAW AND JURISDICTION

24.1

These Terms and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.

24.2

The Parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).

By clicking on the ‘Accept and continue’ button below, the Customer represents that it has read these Terms and agrees to be bound by the same.



Appendix 1: Scope of Software and Services

Following payment of the applicable Fees, GSPV shall provide the Customer with access to the Portal which shall enable the Customer to access and use the Software. GSPV shall also provide the Set Up Services and Support Services as part of the Services.

Part 1 - Software

The Software:

enables the upload of VAT files in Excel (.csv) format onto the Portal by the Customer;

following the upload of the Excel file by the Customer, produces tax return summaries (including the calculation of tax liabilities and VAT payable for the relevant period) for the Customer’s review and approval;

enables the Customer to submit tax returns to HMRC in the HMRC-approved format on behalf of its clients;

produces key metrics relating to client type and industry based on the client details uploaded to the Portal by the Customer for review by the Customer; and

allows the Customer to view historic returns submitted using the Software, including the VAT liabilities and payments as contained in the HMRC database.

Part 2 - Support Services

GSPV will be available within Normal Business Hours to provide IT and technical support to the Customer. A phone number and email address will be provided and GSPV will respond to all support queries within a reasonable time.

2.1

Subject to the Customer paying the applicable Fees in accordance with clause 11, the restrictions set out in this clause 2 and the other terms and conditions of these Terms, GSPV hereby grants to the Customer a non-exclusive, non-transferable licence to use the Software and/or Documentation for the Term of these Terms and in accordance with the terms contained herein.

2.2

The Customer shall not access, store, distribute or transmit any viruses, and GSPV reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

2.3

The Customer shall not:

(a)

except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties:

(i)

and except to the extent expressly permitted under these Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

(ii)

attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(b)

access all or any part of the Software and/or Documentation in order to build a product or service which competes with the Software and/or the Documentation; or

(c)

license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except a Supplier, or

(d)

attempt to obtain, or assist third Parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2;

2.4

The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify GSPV.

2.5

The rights provided under this clause 2 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.



3.

AUDIT RIGHTS

3.1

The Customer agrees that it shall permit GSPV or any duly appointed representative of GSPV, including any auditor, to audit the Services in order to verify the Customer’s compliance with these Terms and any applicable laws. The Customer further agrees to provide reasonable assistance to GSPV in completing any audit.

3.2

If following the audit GSPV determines that any terms set out in these Terms have not been complied with, GSPV may require the Customer to remedy such non-compliance within the reasonable time period specified by GSPV.



4.

SERVICES

4.1

GSPV shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except that GSPV may be required to undertake maintenance of the Services at any time. GSPV shall use reasonable endeavours to give the Customer at least 12 business hours’ notice in advance of any maintenance work that may affect the availability of the Services.

4.2

GSPV shall provide the Support Services set out in Appendix 1 to these Terms.

4.3

GSPV shall carry out the Set Up Services at a time agreed between the Parties. GSPV shall use reasonable commercial endeavours to start and complete the Set Up Services within the agreed timescales but such timescales are approximate only.



5.

CUSTOMER DATA

5.1

As between GSPV and the Customer, the Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.



6.

DATA PROTECTION OBLIGATIONS

6.1

GSPV and the Customer acknowledge that for the purposes of any data processing under these Terms the Customer is the Data Controller and GSPV is the Data Processor in respect of any Personal Data (as defined in the Data Protection Legislation).

6.2

The Parties agree to comply with their data protection obligations as set out in the Data Protection Legislation.



7.

GSPV'S OBLIGATIONS

7.1

GSPV shall perform the Services substantially in accordance with the Documentation with reasonable skill and care.

7.2

GSPV shall apply reasonable security measures in supplying the Services and shall use all reasonable endeavours to provide the Services in accordance with the ‘Xelix Security Whitepaper’ (included at [insert link]).

7.3

The obligation at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to GSPV's instructions, or modification or alteration of the Services by any party other than GSPV or GSPV's duly authorised contractors or agents. If the Services do not conform with the foregoing obligation, GSPV will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the obligation set out in clause 7.1.

7.4

Except as expressly provided in these Terms, the Customer agrees that the Services are provided by GSPV on an "as is" and "as available" basis and GSPV:

(a)

does not warrant that the Customer's use of the Services will be uninterrupted or error-free and is not responsible for the accuracy or correctness of any data submitted by the Customer to any third party using the Services; nor that the Services, Documentation and/or the Deliverables will meet the Customer's requirements. The Customer acknowledges that it is the responsibility of the Customer to verify the accuracy of any content submitted using the Software prior to submission;

(b)

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; and

(c)

except to the extent prohibited by law, GSPV excludes all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.

7.5

GSPV will have no liability for breach of the obligations set out above caused by GSPV’s compliance with specific specifications, instructions or other information received from the Customer.

7.6

These Terms shall not prevent GSPV from entering into similar agreements with third Parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.

7.7

GSPV warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.



8.

CUSTOMER'S OBLIGATIONS

8.1

The Customer shall:

(a)

provide GSPV with:

(i)

all necessary co-operation in relation to these Terms; and

(ii)

all necessary access to such information as may be required by GSPV;

in order to render the Services, including but not limited to Customer Data, and configuration services;

(b)

comply with all applicable laws and regulations with respect to its activities under these Terms;

(c)

ensure that its (and its employees and contractors’) use of the Services and the Documentation is in accordance with these Terms;

(d)

obtain and shall maintain all necessary licences, consents, and permissions necessary for GSPV, its contractors and agents to perform their obligations under these Terms, including without limitation the Services; and

(e)

be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Portal, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.



9.

FEES

9.1

The Customer shall pay; via the payment processes within the Portal:

(a)

the Set Up Fee;

(b)

(b)the Submission Fee; and

(c)

all other fees set out in these Terms,

together, the "Fees”.



10.

SUBMISSION CREDIT PACKAGES

10.1

The Pricing Details shall set out the maximum number of Submissions the Customer is permitted to make under each Submission Credit Package.

10.2

The Parties agree that the Customer shall be allowed to purchase any number of additional Submission Credit Packages during the Term (such Submission Credit Packages to be purchased by the Customer on [the Portal] or by another method notified to the Customer from time to time).

10.3

On receipt of the Customer’s payment for the additional Submission Credit Package, GSPV shall update the Customer’s account to reflect additional number of Submissions that the Customer is permitted to make during the Term.

10.4

The Customer shall be permitted to carry over any unused portion of a Submission Credit Package into each new Renewal Period.

10.5

For the avoidance of doubt, the Customer shall not be entitled to any refund for any unused portion of a Submission Credit Package.

10.6

GSPV shall be entitled to change the Submission Fees stated in the Pricing Details from time to time upon not less than 30 days' prior notice to the Customer.



11.

PAYMENT

11.1

The Set Up Fee shall become payable on the Effective Date.

11.2

The Customer shall pay all Fees (including the Submission Fee) via credit or debit card through the payment service available on the Portal.

11.3

If Fees are not paid when due, and without prejudice to any other rights and remedies of GSPV:

(a)

GSPV may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and GSPV shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b)

interest shall accrue on such due amounts at an annual rate equal to 6% over the then current base lending rate of Barclays Bank Plc at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.

11.4

All amounts and fees stated or referred to in these Terms:

(a)

shall be payable in pounds sterling;

(b)

are, subject to clause 15.4(b), non-cancellable and non-refundable;

(c)

are exclusive of any applicable value added tax or withholding tax which shall be added to GSPV's invoice(s) at the appropriate rate.



12.

PROPRIETARY RIGHTS

21.1

The Customer acknowledges and agrees that GSPV and/or its licensors own all intellectual property rights in the Software, the Services and the Documentation. Except as expressly stated herein, these Terms does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

12.2

GSPV confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.

12.3

Subject to payment of all the fees and expenses due and owing to GSPV, the Customer shall be entitled to own all intellectual property rights in the Deliverables. To the extent that those Deliverables include Software source code, generic software tools, routines, frameworks, and components; generic content, application building blocks; templates; analytical models; project tools; or development tools then intellectual property rights in those elements of the Deliverables shall continue to belong to GSPV. All other intellectual property developed by GSPV during the course of these Terms shall belong to GSPV.

12.4

GSPV acknowledges that the intellectual property rights in the Customer Data or other material provided by the Customer to GSPV including, but not limited to any registered or unregistered trade marks or corporate logos, (the “Customer Materials”) are and shall remain the property of the Customer or its licensors as the case may be and that GSPV will not obtain any rights in the intellectual property rights in the Customer Materials other than expressly granted to it under these Terms. The Customer grants to GSPV a non-exclusive, non-transferable, royalty-free licence to use the Customer Materials only to the extent necessary for it to carry out its obligations under these Terms.

12.5

GSPV warrants that as far as it is aware, the Software and the Services do not infringe a third party’s intellectual property rights.

12.6

If any valid claim of breach of such warranty is brought to GSPV’s attention, it may, at its option and expense:-

(a)

obtain the right for the Customer to continue to use the Services; or

(b)

modify or replace the Services without materially reducing their overall performance so they do not infringe.

12.7

The foregoing states the Customer's sole and exclusive rights and remedies, and GSPV's (including GSPV’s employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.



13.

CONFIDENTIALITY

13.1

Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under these Terms. A Party's Confidential Information shall not be deemed to include information that:

(a)

is or becomes publicly known other than through any act or omission of the receiving Party;

(b)

was in the other Party's lawful possession before the disclosure;

(c)

is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;

(d)

is independently developed by the receiving Party, which independent development can be shown by written evidence; or

(e)

is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

13.2

Each Party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of these Terms.

13.3

Each Party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms.

13.4

Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

13.5

The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute GSPV's Confidential Information.

13.6

GSPV acknowledges that the Customer Data is the Confidential Information of the Customer.

13.7

This clause 13 shall survive termination of these Terms, however arising for a period of five years from the date of termination.



14.

PUBLICITY

14.1

For the avoidance of doubt, GSPV may disclose the fact of the existence of these Terms and that the Customer (and any member of the Customer Group) is a user of the Services, using the Customer’s (and any member of the Customer Group) name and logo, on its website and in other promotional materials.



15.

LIMITATION OF LIABILITY

15.1

This clause 15 sets out the entire financial liability of GSPV (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

(a)

any breach of these Terms;

(b)

any use made by the Customer of the Services, the Deliverables and the Documentation or any part of them; and

(c)

any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.

15.2

Except as expressly and specifically provided in these Terms:

(a)

the Customer assumes sole responsibility for confirming the accuracy of all Submissions and Deliverables, and for conclusions drawn from such Deliverables. GSPV shall have no liability for any damage caused by errors or omissions in the Submissions and/or Deliverables, any Customer Data, information, instructions or scripts provided to GSPV by the Customer in connection with the Services, or any actions taken by GSPV at the Customer's direction;

(b)

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 from these Terms; and

(c)

the Services and the Documentation are provided to the Customer on an "as is" basis.

15.3

Nothing in these Terms excludes the liability of GSPV:

(a)

for death or personal injury caused by GSPV's negligence; or

(b)

for fraud or fraudulent misrepresentation; or

(c)

any losses which cannot be excluded or limited by applicable law or regulation.

15.4

Subject to clauses 15.2 and 15.3:

(a)

GSPV 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

(b)

GSPV's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall, in respect of the Initial Term or any Renewal Period (as applicable), , be limited to the total Fees paid during that Initial Term or Renewal Period (as applicable) under these Terms.



16.

TERM AND TERMINATION

16.1

These Terms shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue for the Initial Term and, thereafter, subject to payment of the Fees these Terms shall be automatically renewed for successive periods of 1 month (each a Renewal Period), unless otherwise terminated in accordance with the provisions of these Terms. The Initial Term together with any subsequent Renewal Periods shall constitute the Term.

16.2

Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate these Terms without liability to the other:

(a)

at any time during the Term upon giving the other Party not less than 30 days written notice;

(b)

if the other Party commits a material breach of any of these Terms and (if such a breach is remediable) fails to remedy that breach within 7 days of that Party being notified in writing of the breach; or

(c)

if the other Party becomes insolvent or bankrupt, assigns all or a substantial part of its business or assets for the benefit of creditors, permits the appointment of a receiver for its business or assets, becomes subject to any legal proceeding relating to insolvency or the protection of creditors’ rights or otherwise ceases to conduct business in the normal course or any action anywhere similar or analogous to any of the foregoing; provided that this right to termination shall not apply if the other Party is ordered to be wound up by the court for the purpose of a bona fide reconstruction or amalgamation.

16.3

On termination of these Terms for any reason:

(a)

all licences granted under these Terms shall immediately terminate;

(b)

the Customer shall return and make no further use of Documentation and other items (and all copies of them) belonging to the other Party; and

(c)

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.

16.4

On termination of these Terms for whatever reason, no refund of any prepaid Fees shall be made.



17.

FORCE MAJEURE

17.1

GSPV shall have no liability to the Customer under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control.



18.

WAIVER

18.1

A waiver of any right under these Terms is only effective if it is in writing and it applies only to the Party to whom the waiver is addressed and to the circumstances for which it is given.

18.2

Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.



19.

SEVERANCE

19.1

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.

19.2

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.



20.

ENTIRE AGREEMENT

20.1

These Terms, and any documents referred to in it, constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

20.2

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.



21.

ASSIGNMENT

21.1

Neither Party shall assign rights or delegate responsibilities without the prior written permission of the other Party, such permission not to be unreasonably withheld or delayed, except to an affiliate of such Party who has the financial standing to meet the assigning Parties obligations.



22.

NO PARTNERSHIP OR AGENCY

22.1

Nothing in these Terms is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).



23.

THIRD PARTY RIGHTS

23.1

These Terms does not confer any rights on any person or Party (other than the Parties to these Terms and, where applicable, their successors and permitted assigns).



24.

NOTICES

24.1

Any notice required to be given under these Terms shall be made:

(a)

by email to the address set out by the Customer in its application for the Services; or

(b)

in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the contact set out in by the Customer in its application for the Services .

24.2

A notice delivered by email shall be deemed delivered at the point it is transmitted to the correct email address as set out by the Customer in its application for the Services. A notice sent by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.



25.

GOVERNING LAW AND JURISDICTION

25.1

These Terms and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.

25.2

The Parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).



Signed by the parties or their duly authorised representatives on the date of these Terms.

[By clicking on the ‘Accept and continue’ button below, the Customer represents that it has read these Terms and agrees to be bound by the same.]



Appendix 1: Scope of Software and Services

Following payment of the applicable Fees, GSPV shall provide the Customer with access to the Portal which shall enable the Customer to access and use the Software. GSPV shall also provide the Set Up Services and Support Services as part of the Services.



Part 1 – Software

The Software:

enables the upload of VAT files in Excel (.csv) format onto the Portal by the Customer;

following the upload of the Excel file by the Customer, produces tax return summaries (including the calculation of tax liabilities and VAT payable for the relevant period) for the Customer’s review and approval;

enables the Customer to submit tax returns to HMRC in the HMRC-approved format on behalf of its clients;

produces key metrics relating to client type and industry based on the client details uploaded to the Portal by the Customer for review by the Customer; and

allows the Customer to view historic returns submitted using the Software, including the VAT liabilities and payments as contained in the HMRC database.



Part 2 – Set Up Services

Each customer is required to go through a short setup process managed by GSPV. The following is required from the Customer:

To select an individual to act as the account administrator.

To be available for a [2]-hour training session run by GSPV.

To provide GSPV with a point of contact for billing enquiries.

To provide GSPV with a point of contact to assist in the resolution of any technical issues.

GSPV shall provide the Customer with all log in details and authorisations required to access the Portal and Services;

[Include further details of any other services provided]



Part 3 – Support Services

GSPV will be available within Normal Business Hours to provide IT and technical support to the Customer. A phone number and email address will be provided and GSPV will respond to all support queries within a reasonable time.