These Terms and Conditions of business (“T&C”) shall apply to the provision of Services by AbraTax Limited (“AbraTax”), registered in England and Wales under company number 14047081 and having its registered office at 15 Halesworth Court, 7 Alfred Street, London, United Kingdom, E3 2BE, to the customer named in the application for these Services (“Customer”) AbraTax and the Customer each a “Party” and together the “Parties”.
1.
DEFINITIONS
1.1
The definitions and rules of interpretation in this clause apply to these T&C.
Business Days means a day other than a Saturday or a Sunday or a UK Bank Holiday.
Confidential Information means any information, whether personal, technical or commercial, provided by one Party to the other, or received by a Party as a result of entering into or performing its obligations under these T&C. For businesses Customers, this shall include commercially sensitive information, proprietary business data, financials, client lists, or any trade secrets. For individual Customers, this shall include personal information, such as their name, contact details, financial details, and tax information. This includes any information explicitly marked confidential or identified as Confidential Information in Clause 11.5.
Customer means, for the purposes of these T&C, any individual or entity that registers for and uses the Software provided by AbraTax, subject to the following distinctions: (i) business entity or organisation, such as a company, partnership, or sole trader, that uses the Software to manage its VAT compliance and filing obligations, which may include, but are not limited to, businesses registered for VAT in the United Kingdom where AbraTax operates; (ii) an individual consumer who uses the Software to manage their personal income tax obligations through the tax self-assessment feature. This includes individuals who are required to submit Self-Assessment tax returns to HMRC, such as self-employed individuals, landlords, or those with additional taxable income. These are typically non-business users.
Customer Data means the data inputted by the Customer, or by AbraTax 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 General Data Protection Regulation (2016/679), the ePrivacy Directive (2002/58/EC), the UK GDPR, the UK Data Protection Act 2018, and any future amendment or re-enactment thereof, including any applicable implementing laws and regulations.
Deliverables means all outputs produced by the Services that are specifically and uniquely generated from the processing or compilation of Customer Data.
Documentation means the operating manuals, user guides, technical literature, and any other related materials provided by AbraTax to the Customer periodically, concerning the use and operation of the Services.
Effective Date means the date on which the Customer accepts these T&C and completes the payment of the Fees (if any) as specified in Clause 8 and Clause 9.
Fees has the meaning as set out in Clause 8.
Initial Term means the duration of either one month or twelve months (as chosen by the Customer during the application for the Services), commencing on the Effective Date.
Licence Fee means the fee that the Customer must pay to AbraTax for the use of the Software. The amount of the Licence Fee is listed on the AbraTax website and may be updated by AbraTax periodically. If the Software is provided free of charge for promotional purposes or as part of a trial period, the Customer acknowledges that this offer is temporary, and that AbraTax reserves the right to introduce fees at any time. Any future fees will be communicated to the Customer in advance, and such fees may apply once the promotional or trial period ends. The Customer agrees to abide by the terms and conditions of use, including those regarding the potential introduction of fees.
Normal Business Hours means the hours from 9.00 am to 5.30 pm, UK local time, Monday to Friday, excluding UK public holidays.
Portal means the online portal developed and hosted by AbraTax, providing the Customer with access to the Services.
Renewal Period means the period described in Clause 14.1.
Services means the services provided by AbraTax to the Customer under these T&C as specified in Appendix 1. This includes access to the Software and the Support Services.
Software means the AbraTax software product included within the Services, which is accessible to the Customer through the Portal.
Submission means any VAT return or self-assessment tax return submitted by the Customer to HMRC through the use of the Software and Portal.
Support Services means the support services outlined in Part 2 of Appendix 1 to these T&C, which shall be provided to the Customer throughout the Term.
Term means the term of these T&C as set out in Clause 14.
Virus means any harmful or malicious code, script, software, or program designed to interfere with, disrupt, damage, or gain unauthorized access to any software, hardware, network, or data, including but not limited to malware, trojans, worms, ransomware, spyware, adware, and any other similar harmful components.
2.
LICENCE
2.1
Subject to the Customer paying the applicable Fees (unless otherwise provided free of charge), and agreeing with these T&C, AbraTax hereby grants to the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Software and/or Documentation solely for the Customer’s internal business operations or personal use regarding their individual tax obligations, as applicable, and only for the Term of these T&C. This licence is provided in accordance with and subject to all restrictions and obligations contained herein, and may not be used for any other purpose, including commercial redistribution, public display, or reverse engineering, except as expressly permitted by law.
2.2
The Customer shall not access, store, distribute or transmit any Viruses. AbraTax reserves the right to disable the Customer’s access to any material that violates this provision.
2.3
The Customer shall not:
(a)
except as permitted by applicable law that cannot be excluded by agreement between the Parties, and except to the extent expressly authorised under these T&C:
(i)
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, media, or by any means; or
(i)
attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce the Software to a human-perceivable form, in whole or in part; or
(b)
access all or any part of the Software and/or Documentation for the purpose of building a product or service that competes with the Software and/or the Documentation; or
(c)
license, sell, rent, lease, transfer, assign, distribute, display, disclose, or commercially exploit the Services and/or Documentation or make them available to any third party, except as expressly permitted under these T&C, or
(d)
attempt to obtain, or assist third Parties in obtaining, unauthorised 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. In the event of any such unauthorised access or use, the Customer shall promptly notify AbraTax.
2.5
The rights granted under this Clause 2 are provided solely to the Customer and shall not extend to any subsidiary or holding company of the Customer; nor assigned, shared, or transferred to any other individual or entity.
2.6
AbraTax reserves the right to audit the Customer’s use of the Services and/or Documentation to ensure compliance with the terms of these T&C. The Customer agrees to cooperate with such audits and provide access to necessary records.
2.7
The license granted under these T&C shall remain in effect for the Initial Term as set out in Clause 14, unless terminated earlier in accordance with these T&C.
3.
SERVICES & SUPPORT
3.1
AbraTax will make commercially reasonable efforts to ensure that the Services are available 24 hours a day, 7 days a week, subject to scheduled maintenance and unforeseen outages. AbraTax reserves the right to perform maintenance on the Services at any time, with prior notice to the Customer. AbraTax shall use reasonable endeavours to provide the Customer with at least 12 business hours’ notice before any planned maintenance that may impact the availability of the Services.
3.2
AbraTax shall provide the Support Services set out in Appendix 1 to these T&C. These Support Services will be made available in accordance with the terms set out in the appendix, and AbraTax will use commercially reasonable efforts to resolve any issues or inquiries the Customer may have in relation to the Services.
4.
CUSTOMER DATA
4.1
As between AbraTax and the Customer, the Customer shall own and retain full ownership of all rights, title, and interest in and to all Customer Data. The Customer shall be sole responsible for ensuring the legality, reliability, integrity, accuracy, and quality of the Customer Data and for obtaining any necessary consents or permissions required for the collection, use, and processing of such data.
5.
DATA PROTECTION OBLIGATIONS
5.1
The Parties acknowledge that, for the purposes of any processing of Personal Data under these T&C, the Customer shall be the Data Controller and AbraTax shall be the Data Processor, as defined in the Data Protection Legislation; or AbraTax may act as a Data Controller with respect to Personal Data of Customers, and in such cases, AbraTax shall process Personal Data in accordance with applicable Data Protection Legislation, including its obligations as a Data Controller.
5.2
Each Party agrees to comply with its respective obligations under the applicable Data Protection Legislation in relation to the collection, use, processing, and storage of Personal Data. If AbraTax is acting as a Data Controller, it shall be responsible for ensuring the legality of the processing of such Personal Data.
5.3
In relation to any Personal Data processed in connection with its obligations under these T&C (where AbraTax acts as Data Processor for Customers), AbraTax shall:
(a)
process Personal Data only on the Customer's documented instructions, including in respect of transfers of Personal Data to a third country or an international organization, unless required to do so by law;
(b)
implement appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing, accidental loss, destruction, or damage, in line with industry standards and applicable data protection laws;
(c)
assist the Customer, at the Customer’s cost, in responding to data subject requests and in ensuring compliance with obligations regarding security, breach notifications, impact assessments, and consultations with supervisory authorities, as applicable;
(d)
ensure that all AbraTax personnel authorised to process the Customer’s Personal Data are bound by confidentiality obligations;
(e)
upon termination of the relationship and these T&C, delete or return all Customer Data, including Personal Data, at the Customer’s request, unless retention is required by law;
(f)
make available to the Customer all information necessary to demonstrate compliance with the obligations laid out in this clause and allow for and contribute to audits, including inspections, conducted by the Customer or an auditor appointed by the Customer, at the Customer’s cost.
5.3.1. The Customer acknowledges that, as the Data Controller, it is responsible for responding to any requests from data subjects (e.g., requests for access, rectification, erasure, restriction of processing, or data portability). AbraTax agrees to assist the Customer, to the extent reasonably possible.
5.3.2. The Customer shall obtain all necessary consents, provide required notices, and ensure that it has a lawful basis for AbraTax's processing of Personal Data, as required under applicable data protection laws.
5.4
In cases where AbraTax is acting as a Data Controller, AbraTax shall:
ensure that it obtains the necessary consents, provides required notices, and has a lawful basis for processing Personal Data, as required under applicable Data Protection Laws;
provide transparent privacy notices to Customers, explaining how their Personal Data will be used, stored, and processed, and make them aware of their rights under the Data Protection Legislation;
assist the Customer, to the extent reasonably possible, in fulfilling their data subject rights (e.g., access, rectification, erasure, restriction of processing, or data portability), including making reasonable efforts to support the data subject's exercise of these rights.
5.5
In the event of a Personal Data breach, AbraTax shall notify the Customer without undue delay, and, where feasible, within 72 hours of becoming aware of the breach. AbraTax will provide the necessary information and assistance to enable the Customer to fulfil its obligations under the Data Protection Legislation, including any reporting obligations to relevant authorities or data subjects. If AbraTax is acting as a Data Controller, AbraTax will be responsible for notifying affected individuals and regulatory authorities where required.
6.
AbraTax's OBLIGATIONS
6.1
Performance of Services: AbraTax shall provide the Services with reasonable skill and care, and substantially in accordance with the Documentation. AbraTax will make commercially reasonable efforts to ensure the Services meet the specifications and functionality outlined in the Documentation.
6.2
Security Measures: AbraTax shall implement and maintain reasonable technical and organizational security measures to protect the Services, and any data processed as part of providing the Services, in accordance with industry practices.
6.3
Exclusions to Performance Obligation: The obligation set out in Clause 6.1 shall not apply to the extent that any non-conformance or failure of the Services is caused by:
(a)
the Customer’s use of the Services in a manner not in accordance with AbraTax's instructions or guidelines, including any instructions set out in the Documentation; or
(b)
any modification, alteration or tampering of the Services by the Customer or third party other than AbraTax or AbraTax's duly authorised contractors or agents.
6.4
If the Services fail to meet the obligations set out in Clause 6.1, AbraTax will, at its own expense, use commercially reasonable efforts to correct any non-conformance or provide an alternative solution that enables the Customer to achieve the desired functionality. The Customer's sole and exclusive remedy for any breach of AbraTax’s obligations under Clause 6.1 shall be the correction or replacement of the Services, as outlined in this clause.
6.5
Except as expressly provided in these T&C, the Customer acknowledges and agrees that the Services are provided by AbraTax on an "as is" and "as available" basis, and AbraTax:
(a)
does not warrant that the Customer's use of the Services will be uninterrupted or error-free, nor does it accept responsibility for the accuracy or correctness of any data submitted by the Customer to any third party via the Services. Furthermore, AbraTax does not guarantee that the Services, Documentation, and/or the Deliverables will meet the Customer's specific requirements. The Customer acknowledges that it is their responsibility to verify the accuracy of any content submitted using the Software prior to Submission;
(b)
is not liable for any delays, delivery failures, or other losses or damages arising from the transfer of data over communications networks, including the internet. The Customer acknowledges that the Services and Documentation may be subject to limitations, delays, and other issues inherent in the use of such communications facilities; and
(c)
to the extent permitted by law, AbraTax excludes all warranties, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, as well as any warranties arising from the course of dealing or usage of trade.
6.6
In the event of an error caused by a defect or malfunction in the Platform, AbraTax shall use reasonable efforts to correct the error promptly once identified. In the event that the Customer becomes aware of a discrepancy, error, or failure in the Platform’s operation, the Customer shall immediately notify AbraTax in writing. Upon being notified of an error, AbraTax will investigate the issue and, where appropriate, provide a correction or remediation plan, which may include contacting affected users to resolve any issues arising from the error.
6.7
AbraTax will not be liable for any breach of its obligations under these T&C if such breach is caused by AbraTax’s compliance with specifications, instructions, or other information provided by the Customer.
6.8
These T&C shall not prevent AbraTax from entering into similar agreements with third parties, or from independently developing, using, selling, or licensing documentation, products, or services that are similar to those provided under these T&C.
6.8
AbraTax warrants that it holds and will maintain all necessary licences, consents, and permissions required for the performance of its obligations under these T&C.
7.
CUSTOMER'S OBLIGATIONS
7.1
The Customer agrees to:
(a)
Provide Cooperation and Access:
(i)
provide AbraTax with all necessary co-operation to facilitate the performance of the Services as outlined in these T&C and
(ii)
provide AbraTax with access to any information or resources required to enable the provision of Services, including but not limited to Customer Data, and configuration requirements;
(b)
Comply with Laws and Regulations: ensure full compliance with all applicable laws and regulations relevant to the activities under these T&C
(c)
Ensure Proper Use of Services: ensure that the use of the Services and the Documentation by the Customer, its employees, and contractorscomplies with these T&C, including any restrictions or obligations that apply specifically to the Customer's usage, whether for personal or business purposes;
(d)
Obtain Necessary Licenses and Permissions: obtain and maintain all necessary licences, consents, permissions, and authorisations required for AbraTax, its agents, and contractors to perform their obligations under these T&C, including the provision of the Services. For individual Customers, this includes ensuring that they have the necessary legal capacity and consent to use the Services, particularly where sensitive personal data;
(e)
Network and Telecommunications: be solely responsible for procuring and maintaining the necessary network connections and telecommunications links to access the Services via the Portal, and accepts liability for any problems, delays, delivery failures or other loss or damage arising from or related to the Customer's network infrastructure or the internet;
(f)
Ensure Data Accuracy and Legality: ensure that all Customer Data provided to AbraTax is accurate, complete, and compliant with all applicable data protection and privacy laws. The Customer must not submit any data that is unlawful, defamatory, or infringes on any third-party rights, including intellectual property rights;
(g)
Implement Security Measures: take reasonable steps to maintain the confidentiality, integrity, and security of their own systems and data, including any access credentials (e.g., usernames, passwords) for the Services, and notify AbraTax promptly in the event of any security breach or potential misuse;
(h)
Limit Access: ensure that access to the Services and Documentation is granted only to authorised individuals, including the Customer themselves, and take appropriate measures to prevent unauthorized access or use of the Services by third parties. For individual Customers, this includes ensuring that only the individual customer has access to their personal account and information, and that no third party can access the Services without the Customer’s express consent;
(i)
Notification of Changes: The Customer shall promptly notify AbraTax of any material changes that may affect the use of the Services, this includes changes to the Customer’s business operations, such as organizational structure, network configurations, third-party services, or any other business-related changes that may impact the use of the Services. For individual customers, this includes changes to the individual’s personal details or circumstances, such as changes in name, contact information, tax status, employment, or other personal information that may affect their use of the Services or the processing of their tax filings;
(j)
Compliance with Acceptable Use Policies: comply with AbraTax’s acceptable use policies, if any, that may be provided to the Customer, including ensuring that neither the Customer nor any of its users (whether employees, agents, contractors, or individual users, in the case of individual Customers) engage in activities that could damage, disrupt, or negatively affect the operation of the Services. For business Customers, this includes ensuring that their organization and its personnel adhere to the policies. For individual Customers, this includes the individual’s responsibility to ensure that their use of the Services does not engage in harmful activities;
(k)
Cooperation with Investigations: cooperate fully with AbraTax in any investigations of suspected misconduct, misuse of the Services, or violation of applicable laws, and provide full access to any relevant records, systems, or data requested by AbraTax in connection with such investigations; and
(l)
Non-Interference with Services: not attempt to interfere with, disrupt, or degrade the functioning of the Services, including the use of malware, hacking tools, or other harmful practices.
8.
FEES
7.1
The Customer shall pay:
(a)
the Licence Fee;
(b)
any additional fees as specified in these T&C
(c)
any applicable taxes, including but not limited to VAT, duties, or other charges imposed by any governmental authority, in accordance with the relevant tax laws.
If the Customer is receiving the Software or any part of the Services free of charge as part of a promotional offer or trial period, the Customer acknowledges that such offer is temporary and may be subject to fees once the promotional period ends. The Customer agrees to pay such fees when applicable. Together, the above shall be referred to as the “Fees”.
9.
PAYMENT
9.1
The Licence Fee (if any) is payable on the Effective Date for the Initial Term and, subsequently, on or before to the start of each Renewal Period.
9.2
The Customer shall pay the Fees via credit or debit card using the payment service available on the Portal.
9.3
If the Customer fails to pay the Fees when due, AbraTax may, without liability and without prejudice to its other rights and remedies, disable the Customer’s password, account and access to all or part of the Services. AbraTax shall have no obligation to provide any Services while the relevant invoice(s) remain unpaid.
9.4
All amounts and Fees stated or referred to in these T&C:
(a)
must be paid in pounds sterling;
(b)
are non-cancellable and non-refundable;
(c)
are exclusive of any applicable value added tax (VAT) or withholding tax, which shall be added to AbraTax's invoice(s) at the appropriate rate.
9.5
For Customer who have selected a 12-month Initial Term, AbraTax reserves the right to increase the Licence Fee at the start of each Renewal Period with no less than 7 days' prior notice.
9.6
For Customers have selected a 1-month Initial Term, AbraTax reserves the right to increase the Licence Fee at any time, with the increase taking effect in the next Renewal Period.
9.7
For the avoidance of doubt, the update of the Licence Fee on the AbraTax website shall constitute notice of the increase under Clause 9.5 and Clause 9.6.
10.
PROPRIETARY RIGHTS
10.1
Ownership of Intellectual Property: The Customer acknowledges and agrees that AbraTax and/or its licensors own and retain all intellectual property rights in the Software, the Services and the Documentation. Except as expressly granted in these T&C, the Customer does not acquire any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other intellectual property rights related to the Services or the Documentation.
10.2
AbraTax's Rights to Provide Services: AbraTax represents and warrants that it holds all the necessary rights in relation to the Services and the Documentation to grant the rights it purports to grant under these T&C. AbraTax may modify, update, or improve the Software or Services for its operations, and such modifications may be subject to intellectual property rights held by AbraTax.
10.3
Ownership of Deliverables: Upon full payment of all Fees and expenses owed to AbraTax, the Customer shall own intellectual property rights in the Deliverables. However, to the extent that the 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, the intellectual property rights in those elements of the Deliverables shall remain the property of AbraTax. All other intellectual property developed by AbraTax during the Term of these T&C shall remain the exclusive property of AbraTax.
10.4
Customer Materials: AbraTax acknowledges that all the intellectual property rights in the Customer Data or any other materials provided by the Customer, including but not limited to any registered or unregistered trademarks or corporate logos (collectively, the “Customer Materials”), are and shall remain the property of the Customer or its licensors, as applicable. AbraTax will not acquire any intellectual property rights in the Customer Materials, except for the limited license granted herein. The Customer grants AbraTax a non-exclusive, non-transferable, royalty-free licence to use the Customer Materials solely to the extent necessary for AbraTax to perform its obligations under these T&C.
10.5
Warranty Against Infringement: AbraTax warrants that, to the best of its knowledge, the Software and the Services do not infringe any third party’s intellectual property rights. If AbraTax becomes aware of any claim alleging infringement of intellectual property rights relating to the Software or Services, it will promptly notify the Customer.
10.6
Actions in Case of Infringement: If a valid claim of intellectual property infringement is brought to AbraTax’s attention, AbraTax may, at its option and expense:
(a)
obtain the right for the Customer to continue using the Services; or
(b)
modify or replace the Services without materially diminishing their overall performance, so as to avoid infringement.
10.7
Exclusive Remedies: The remedies set forth in this section are the Customer’s sole and exclusive remedies, and AbraTax's (including AbraTax’s employees', agents' and sub-contractors’) entire liability, for any infringement of patent, copyright, trademark, database right, or right of confidentiality.
11.
CONFIDENTIALITY
11.1
Non-Confidential Information: Each Party may be given access to the other Party’s Confidential Information for the purpose of performing its obligations under these T&C. However, a Party's Confidential Information shall not include information that:
(a)
is or becomes publicly available, other than through a breach of these T&C by the receiving Party;
(b)
was in the lawful possession of the receiving Party prior to the disclosure by the disclosing Party;
(c)
is lawfully disclosed to the receiving Party by a third party without any breach of confidentiality or restriction on disclosure;
(d)
is independently developed by the receiving Party, where such independent development can be evidenced in written; or
(e)
is required to be disclosed by law, by any court of competent jurisdiction, or by any regulatory or administrative authority.
11.2
Confidentiality Obligations: Each Party agrees to treat the other Party's Confidential Information as confidential, and, unless required by law, will not disclose it to any third party or use it for any purpose other than to perform its obligations under these T&C.
11.3
Access by Authorized Person: Each Party shall take all reasonable steps to ensure that its employees, agents and contractors who have access the other Party’s Confidential Information comply with the confidentiality obligations set out in these T&C. The Parties agree that access to Customer Data and Confidential Information shall be strictly limited to those employees, contractors, or agents of the receiving Party who: (i) need-to-Know Basis (i.e. require access to such information solely for the purpose of performing their obligations under this Agreement; and (ii) are bound by confidentiality obligations at least as stringent as those set forth in this T&C. In the case of an individual Customer, the individual is responsible for ensuring that anyone they permit to access the Services or Confidential Information (such as family members, associates, or authorized representatives) complies with the same confidentiality obligations. This includes ensuring that no unauthorized third parties have access to Confidential Information and taking necessary measures to protect such data from inadvertent disclosure.
11.4
Liability for Third-Party Breaches: Neither Party shall be liable for any loss, destruction, alteration, or disclosure of Confidential Information caused by any third party, provided that it has taken reasonable precautions to protect the Confidential Information. Each Party shall take appropriate technical and organizational measures to secure the Confidential Information against unauthorized access by third parties.
11.5
AbraTax's Confidential Information: The Customer acknowledges that details of the Services and the results of any performance tests of the Services are Confidential Information of AbraTax. Such information shall not be disclosed to any third party without prior written consent, except as required by law.
11.6
Customer Data: AbraTax acknowledges that the Customer Data, including but not limited to Personal Data, is the Confidential Information of the Customer. AbraTax shall not acquire any rights to Customer Data except as necessary for the performance of its obligations under these T&C. AbraTax agrees to take all reasonable steps to protect the confidentiality of such data.
11.7
Survival of Confidentiality Obligations: The obligations of confidentiality under this Clause 11 shall survive termination of these T&C, for any reason, for a period of 5 years from the date of termination, to ensure the protection of both business and personal data.
12.
PUBLICITY
12.1
Use of Customer's Name, Logo and Feedback: AbraTax may identify the Customer (and any member of the Customer Group) as a user of the Services. This includes the use of the Customer’s (and any member of the Customer Group) name and logo on AbraTax’s website, in presentations, and in other promotional or marketing materials; and the use of anonymized or attributed comments, testimonials, or feedback provided by the Customer (or its representatives) during support exchanges or otherwise, in AbraTax’s testimonials, case studies, and marketing content. AbraTax will ensure that any comments or feedback used are presented accurately and respectfully. Customers may request in writing that specific feedback or branding not be used, and AbraTax shall comply with such requests within a reasonable time frame.
12.2
Aggregation and Anonymization of Data: AbraTax may aggregate and anonymize data derived from the Customer’s use of the Services for statistical, analytical, or promotional purposes. Such aggregated and anonymized data shall not include any Customer Confidential Information or Personal Data and will not identify the Customer, its employees, or any individuals directly. This applies to all Customers and ensures that no personally identifiable information will be used without proper consent.
12.1
Revocation of Right to Reference Customer: AbraTax shall retain the right to reference the Customer as a user of the Services in perpetuity unless and until the Customer expressly revokes this right in writing. Revocation shall not require AbraTax to recall or remove any previously published materials.
13.
LIMITATION OF LIABILITY
13.1
This Clause 13 sets out the entire financial liability of AbraTax (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 T&C
(b)
any use made by the Customer of the Services, Deliverables, and Documentation or any part thereof; and
(c)
any representation, statement or tortious act or omission (including negligence) arising under or in connection with these T&C.
13.2
Except as expressly and specifically provided in these T&C:
(a)
the Customer assumes full responsibility for verifying the accuracy and suitability of all Submissions and Deliverables and for any decisions or actions based on them. AbraTax shall not be liable for any errors, omissions or inaccuracies in the Submissions, Deliverables, Customer Data, information, or instructions or scripts provided by the Customer, nor for any actions performed by AbraTax at the Customer's direction;
(c)
AbraTax excludes, to the fullest extent permitted by law, all warranties, representations, conditions and terms implied by statute, common law or otherwise, including but not limited to warranties of fitness for a particular purpose, merchantability, and non-infringement;
(c)
the Services, Deliverables, and the Documentation are provided "as is" and “as available”, and AbraTax makes no guarantees, representations, or warranties regarding the accuracy, completeness, or suitability for the Customer’s specific requirements, including any guarantees relating to tax filings or advice.
13.3
Nothing in these T&C shall exclude or limit the liability of AbraTax for:
(a)
death or personal injury caused by AbraTax's negligence; or
(b)
fraud or fraudulent misrepresentation; or
(c)
any other liability that cannot be excluded or limited by applicable law.
13.4
Subject to Clause 13.2 and Clause 13.3:
(a)
AbraTax shall not be liable for any: (i) loss of profits, revenue, or anticipated savings; (ii) loss of business opportunity, goodwill, or reputation; (iii) loss or corruption of data or information; or (iv) pure economic loss, special, indirect, incidental, punitive, or consequential losses, costs, damages, charges or expenses, whether or not such losses were foreseeable or AbraTax was advised of the possibility of such losses; and
(b)
AbraTax's total aggregate liability to the Customer in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise arising out of or in connection with the performance or contemplated performance of these T&C shall not exceed the total Fees, paid by the Customer to AbraTax under these T&C during the twelve (12) months immediately preceding the date of the claim.
13.5
AbraTax shall not be held liable for any losses, damages, fines or penalties incurred by the Customer or third parties (including HMRC) due to system errors or inaccuracies, or the failure of the Customer to properly verify or submit accurate information. The Customer acknowledges that they are responsible for reviewing and verifying all Submissions made through the Platform to ensure that the information provided is accurate and complies with applicable laws, regulations, and requirements. While AbraTax will provide reasonable technical support to assist in correcting such Submissions, the ultimate responsibility for addressing the issue and ensuring the accuracy of any Submissions or data processed by the Platform rests with the Customer. By using the Platform, the Customer acknowledges and accepts the risk of system errors and agrees to take reasonable steps to verify the accuracy of any Submissions or data processed by the Platform.
13.6
AbraTax does not provide tax advice, tax planning, or assurances regarding the accuracy of any Submissions made through the Services. It remains the sole responsibility of the Customer to ensure that all tax returns, filings, submissions and related obligations comply with applicable laws and regulations. AbraTax makes no representations or warranties regarding the accuracy or completeness of tax Submissions, and the Customer assumes full responsibility for verifying the accuracy of any information submitted to the relevant authorities.
13.7
The Customer acknowledges that AbraTax has set its Fees based on the limitations and exclusions of liability set out in these T&C, which are an essential basis of the bargain between the Parties.
14.
TERM AND TERMINATION
14.1
Commencement and Term:
(a)
These T&C shall commence on the Effective Date and, unless otherwise terminated in accordance with this Clause 14, shall continue for the Initial Term.
(b)
Following the Initial Term, this T&C shall automatically renew for successive periods of:
(i)
1 month, where the Customer has selected a 1-month Initial Term; or
(ii)
12 months, where the Customer has selected a 12-month Initial Term, (each a “Renewal Period”).
(c)
The Initial Term together with any subsequent Renewal Periods shall constitute the “Term”.
14.2
Termination by Either Party: Without prejudice to any other rights or remedies available under these T&C or at law, either Party may terminate these T&C without liability to the other:
(a)
By Notice: by selecting the cancellation option on the Platform at any time during the Term;
(b)
Material Breach: if the other Party commits a material breach of any of these T&C, and such breach is either incapable of remedy or, if capable of remedy, is not remedied within 7 days of receiving writing notice detailing the breach; or
(c)
Insolvency Events: If the other Party becomes insolvent or unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; or is declared bankrupt; or enters into a voluntary arrangement with its creditors, including any arrangement or compromise under Part I of the Insolvency Act 1986; or has an administrator, administrative receiver, receiver, or similar officer appointed over all or substantially all of its assets; or is subject to a winding-up order or passes a resolution for voluntary winding-up (except for the purpose of a bona fide reconstruction or amalgamation approved by the court); or ceases or threatens to cease to carry on business in the ordinary course; or undergoes any similar or analogous event or action under the laws of any jurisdiction to which it is subject.
14.3
Termination by AbraTax: AbraTax may, at its sole discretion, terminate these T&C and suspend access to the Services if:
(a)
the Customer terminates these T&C and subsequently enters or attempts to enter into new terms for the provision of Services with AbraTax within 12 months of such termination; and
(b)
the Customer fails to comply with its obligations under these T&C, including but not limited to non-payment of Fees or misuse of the Services.
14.4
Consequences of Termination:
(a)
On termination of these T&C for any reason the accrued rights, remedies, obligations, and liabilities of the Parties as at the date of termination shall not be affected, including the right to claim damages for any breach occurring prior to termination.
(b)
Any provision of these T&C expressly or impliedly intended to survive termination (including but not limited to confidentiality, indemnities, and limitations of liability) shall remain in full force and effect.
14.5
Post-Termination Obligations:
(a)
The Customer shall immediately cease all use of the Services and, if applicable, return or delete any materials, data, or Confidential Information belonging to AbraTax; and
(b)
AbraTax may retain any Customer data solely as required for legal, regulatory, or internal compliance purposes, subject to applicable data protection laws.
14.6
Refunds: No refund of any prepaid Fees shall be provided on termination of theses T&C for any reason, unless expressly agreed otherwise in writing by AbraTax.
14.7
Transition Assistance: Where reasonably practicable, AbraTax shall provide limited assistance to the Customer for transitioning to an alternative service provider, subject to payment of additional fees as may be agreed in writing.
15.
FORCE MAJEURE
15.1
Definition of Force Majeure: For the purposes of these T&C, a "Force Majeure Event" means any circumstance beyond AbraTax’s reasonable control that prevents or delays the performance of its obligations under these T&C. Such circumstances may include, but are not limited to:
(a)
Acts of God, natural disasters (including floods, earthquakes, hurricanes, or other extreme weather conditions);
(b)
War, armed conflict, terrorism, civil unrest, riots, or insurrections;
(c)
Epidemics, pandemics, or public health emergencies (including government-imposed lockdowns or restrictions);
(d)
Government actions, laws, regulations, orders, or embargoes;
(e)
Strikes, labour disputes, or industrial actions (excluding those involving AbraTax’s own employees);
(f)
Failures or interruptions of public utilities, telecommunications, or transportation networks;
(g)
Fire, explosions, or other accidents; and/or
(h)
Cyberattacks, including hacking or malware affecting AbraTax’s essential systems.
15.2
Effect of a Force Majeure Event:
(a)
If a Force Majeure Event occurs, AbraTax shall not be deemed in breach of these T&C or liable for any delay or failure in the performance of its obligations to the extent such delay or failure is caused by the Force Majeure Event.
(b)
AbraTax shall be excused from performance for the duration of the Force Majeure Event and for a reasonable period thereafter to resume normal operations.
15.3
AbraTax’s Obligations: AbraTax shall:
(a)
Promptly notify the Customer in writing of the Force Majeure Event, providing reasonable details of its nature and expected duration;
(b)
Use all reasonable efforts to mitigate the impact of the Force Majeure Event on the performance of its obligations; and
(c)
Resume full performance of its obligations as soon as reasonably practicable following the cessation of the Force Majeure Event.
15.4
Exclusion: A Force Majeure Event shall not relieve the Customer of its obligation to pay any Fees due under these T&C unless the Force Majeure Event specifically prevents AbraTax from processing payments or delivering Services.
16.
WAIVER
16.1
Written Waiver Required:
(a)
A waiver of any right, remedy, or obligation under these T&C shall only be effective if made in writing and explicitly stated as a waiver; and
(b)
such a waiver shall apply solely to the Party to whom it is addressed and to the specific circumstances for which it is given.
16.2
No Implied Waiver:
(a)
Failure or delay by a Party to exercise any right or remedy under these T&C or by law shall not constitute a waiver of that right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
(b)
A single or partial exercise of any right or remedy shall not prevent or restrict the further exercise of that or any other right or remedy.
16.3
Scope of Waiver: A waiver granted under these T&C:
(a)
Shall not be deemed a waiver of any subsequent breach or default; and
(b)
shall not affect any other rights or remedies available under these T&C or at law, unless expressly stated otherwise.
16.4
Cumulative Rights:
(a)
Unless specifically provided otherwise, all rights, remedies, powers, and privileges under these T&C are cumulative and do not exclude any rights, remedies, powers, or privileges provided by law.
(b)
The exercise of one right or remedy shall not preclude the exercise of others, whether under these T&C or at law.
16.4
No General Waiver: A waiver of any provision of these T&C shall not be construed as a waiver of any other provision or a continuing waiver of the provision waived, except as expressly stated in the waiver itself.
17.
SEVERANCE
17.1
General Validity: If any provision (or part of a provision) of these T&C is determined by a court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal:
(a)
such determination shall not affect the validity or enforceability of the remaining provisions of these T&C, which shall remain in force and effect; and
(b)
the Parties agree to endeavour to uphold the original intent and purpose of these T&C to the greatest extent permissible under applicable law.
17.2
Modification to Preserve Intent: If any invalid, unenforceable, or illegal provision of theses T&C would become valid, enforceable, or legal by modifying it:
(a)
the provision shall be deemed automatically amended to the minimum extent necessary to render it valid, enforceable, and legal; and
(a)
the Parties shall cooperate in good faith to agree on any necessary further amendments to ensure that the provision reflects the original commercial intent as closely as possible.
18.
ENTIRE AGREEMENT
18.1
These T&C, along with any documents expressly referred to within them, constitute the entire agreement between the Parties relating to the subject matter they cover. They supersede and extinguish any and all prior agreements, arrangements, negotiations, understandings, or representations, whether written or oral, between the Parties in respect of such subject matter.
18.2
Each Party acknowledges and agrees that in entering into these T&C: (i) it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding of any kind (whether written, oral, express, or implied) that is not expressly set out in these T&C or referenced documents; and (ii) it has no remedy in respect of any misrepresentation, misstatement, or untrue statement made by the other Party, whether innocently or negligently, that is not contained in these T&C.
18.3
Amendments and Variations: (a) Any amendment, variation, or modification to these T&C must be agreed in writing and signed by an authorized representative of both Parties.; and (b) no oral agreement or conduct shall amend or override these T&C unless expressly agreed in accordance with this provision.
18.4
No Third-Party Rights: (a) These T&C are entered into solely for the benefit of the Parties and their permitted successors and assigns; and (b) no other person shall have any rights to enforce any of the provisions under these T&C, except as explicitly provided by applicable law.
19.
ASSIGNMENT
19.1
Restriction on Assignment and Delegation:
(a)
Neither Party may assign its rights or delegate its responsibilities under these T&C without the prior written consent of the other Party, which shall not to be unreasonably withheld, delayed, or conditioned.
(b)
Notwithstanding the above, a Party may assign its rights or delegate its responsibilities without the other Party's consent:
(i)
To an affiliate, provided that such affiliate has the financial capacity and resources to meet the assigning Party’s obligations under these T&C or
(ii)
As part of a bona fide internal reorganization, merger, acquisition, or sale of substantially all of its assets or business, provided that the assignee or transferee agrees in writing to be bound by these T&C.
(iii)
An individual Customer may not assign or delegate its rights or responsibilities under these T&C, except with AbraTax’s prior written consent.
19.2
Notification of Assignment: The assigning Party shall promptly notify the other Party in writing of any permitted assignment or delegation, including relevant details about the assignee or transferee and their ability to fulfil the obligations under these T&C.
19.3
Continuing Liability: Unless expressly agreed otherwise in writing: (a) the assigning Party shall remain jointly and severally liable for all obligations under these T&C following an assignment or delegation; and (b) no assignment or delegation shall relieve the assigning Party of any accrued liabilities or obligations existing prior to the assignment or delegation.
19.4
Prohibited Assignments: Any attempted assignment or delegation in violation of this clause shall be null and void, and the non-assigning Party shall have the right to terminate these T&C immediately upon written notice.
19.5
Successors and Assigns: These T&C shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
20.
NO PARTNERSHIP OR AGENCY
20.1
Independence of Parties: Nothing in these T&C is intended to, or shall be deemed to:
(a)
create a partnership, joint venture, or other form of legal association between the Parties;
(b)
authorise either Party to act as agent, representative, or fiduciary of the other Party; or
(c)
confer upon either Party the authority to bind the other Party in any manner, including making representations, warranties, assumptions of obligations, liabilities, or the exercise of rights or powers on behalf of the other Party.
20.2
Separate Tax and Regulatory Obligations: Each Party shall be independently responsible for complying with all applicable tax, regulatory, and legal requirements associated with its respective business operations and activities under these T&C.
20.3
Clarification for Individual Customers: For individual Customers, this Clause confirms that their use of the Services does not create any form of employment, agency, or fiduciary relationship with AbraTax.
21.
NOTICES
21.1
Any notice or other communication required or permitted under these T&C shall be made:
(a)
by email to the email address provided by the Customer in its application for the Services ; or
(b)
in writing and delivered by hand, pre-paid first-class post, or recorded delivery to the postal address provided by the Customer in its application for the Services.
21.2
Notices to AbraTax shall be sent to the email or postal address specified in the AbraTax contact details provided to the Customer.
21.3
Each Party shall ensure that it keeps its contact information up to date and shall promptly notify the other Party of any changes to its contact details.
21.4
A notice sent by email shall be deemed delivered at the time it is transmitted to the correct email address, provided no delivery failure notification is received by the sender. A notice delivered by hand shall be deemed received: (i) at the time it is delivered to the recipient’s address; or (ii) if delivery outside business hours, at 9 am on the first Business Day following delivery. A notice sent by pre-paid first-class post or recorded delivery shall be deemed received (i) 48 hours after posting if sent within the same country; or (ii) 5 Business Days after posting if sent internationally. For the purposes of this clause, "business hours" means 9:00 am to 5:30 pm on a Business Day in the UK.
22.
GOVERNING LAW AND JURISDICTION
22.1
Governing Law: These T&C, and any disputes or claims arising out of or in connection with their subject matter, formation, interpretation, performance or termination (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.
22.2
Jurisdiction: The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these T&C or their subject matter or formation (including non-contractual disputes or claims). Each Party waives any objection to proceedings being brought in such courts on the grounds of venue or on the basis that proceedings have been brought in an inconvenient forum.
By clicking on the ‘Accept and continue’ button below, the Customer represents that it has read these T&C and agrees to be bound by the same.
Appendix 1: Scope of Software and Services
Subject to payment of the applicable Fees (if any), AbraTax shall provide the Customer with access to the Portal which shall enable the Customer to access and use the Software. If the Software is provided free of charge for promotional purposes or as part of a trial period, AbraTax reserves the right to introduce a fee (part of the Licence Fee) in accordance with the terms set out in these T&C. AbraTax shall also provide the Support Services as part of the Services.
Part 1 - Software
A)
VAT Filing Service. The AbraTax Software for VAT filing enables the Customer to:
(i)
upload VAT data in Excel (.csv) format onto the Portal;
(ii)
generate tax return summaries, including VAT liabilities and payables, for review and approval;
(iii)
submit tax returns to HMRC using an HMRC-approved format; and
(iv)
access historic VAT return data, including liabilities and payments stored within the HMRC database.
B)
Self-Assessment Filing Service. The AbraTax Software for Self-Assessment enables individual Customers to:
(i)
upload personal income data and other relevant information for tax self-assessment;
(ii)
generate personal income tax summaries for review and approval; and
(iii)
submit self-assessment tax returns to HMRC using an HMRC-approved format.
Part 2 - Support Services
Availability of Support Services:
AbraTax will provide IT and technical support to the Customer during Normal Business Hours.
Scope of Support Services:
Support Services are limited to resolving technical issues related to the use of the Software and Portal.
AbraTax does not provide tax advice or guidance on tax filings, calculations, or compliance matters. Customers are advised to seek independent professional tax advice as necessary.
Contact Details:
AbraTax will provide an email address for Support Services purpose. AbraTax will provide these contact details within the Software and Portal for easy access.
Response Times:
AbraTax aims to respond to support queries within a reasonable time and in accordance with the following:
Acknowledgment of Request: Within few hours of receipt during Normal Business Hours.
Resolution Time: AbraTax will use reasonable efforts to resolve technical issues promptly, prioritizing queries based on their impact and severity.
