Taxpad Software as a Service Subscription Agreement

PLEASE READ CAREFULLY BEFORE ACCESSING ANY SERVICES OR DOWNLOADING ANY SOFTWARE FROM THIS WEBSITE:

IMPORTANT NOTICE TO ALL CUSTOMERS:

By creating an account, accessing or using the Services, you agree to be bound by the terms of this Agreement. If you do not agree, you must not use the Services.

You should print a copy of this Licence for future reference.

AGREED TERMS

1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
“Agreement” this agreement between the Customer and Taxpad
“Authorised Users” those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documents, as further described in clause 2.
“Business Day” a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Change of Control” shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.
“Confidential Information” information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.1.
“Customer” or “you” or “Your” the business which has registered for subscription to Taxpad
“Customer Data” the data inputted by the Customer, Authorised Users, or Taxpad on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
“Documents” the document(s) and other materials made available to the Customer by Taxpad online via https://Taxpad.co.uk/ or any such other web address notified by Taxpad to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
“Heightened Cybersecurity Requirements” any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to the Customer (but not Taxpad) relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
“Normal Business Hours” 9.00 am to 5.00 pm local UK time, each Business Day.
“Services” the subscription services provided by Taxpad to the Customer under this Agreement via https://taxpad.co.uk/ or any other website notified to the Customer by Taxpad from time to time, including the provision of access to the tax filing software services and any data supplied with the services each as more particularly described in the Documents.
“Software” the online software applications provided by Taxpad as part of the Services.
“Start Date” the date of this Agreement being the first day of the relevant Subscription Term.
“Subscription Fees” the subscription fees payable by the Customer to Taxpad for the User Subscriptions, at the rates set out at https://Taxpad.co.uk/#standard-pricing at the Start Date of the Subscription Term
“Subscription Term” the term of this Agreement chosen by the Customer when first commencing a subscription, which shall be either a period of a calendar month, or of a calendar year.
“Support Services Policy” Taxpad’s policy for providing support in relation to the Services as made available at https://taxpad.co.uk/ or such other website address as may be notified to the Customer from time to time.
“User Subscriptions” the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documents in accordance with this Agreement.
“Virus” any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
“Vulnerability” a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability of Customer Data / the Services, and the term Vulnerabilities shall be interpreted accordingly.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular includes the plural and in the plural includes the singular.
1.6 Unless the context otherwise requires, a reference to one gender includes a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.
1.8 A reference to a statute or statutory provision includes all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
1.9 A reference to writing or written excludes fax but not email.
1.10 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.

2. USER SUBSCRIPTIONS
2.1 When purchasing its Subscription, the Customer shall specify the Subscription Term and the number of Authorised Users for which it requires Subscriptions and shall pay the relevant Subscription Fee for each.
2.2 Subject to the Customer purchasing the User Subscriptions in accordance with clause 2.1, clause 3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, Taxpad hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to access and use the Services and the Documents during the Subscription Term solely for the Customer’s internal business operations.
2.3 In relation to the Authorised Users, the Customer undertakes that:
2.3.1 the maximum number of Authorised Users that it authorises to access and use the Services, and the Documents shall not exceed the number of User Subscriptions it has purchased from time to time;
2.3.2 it will not allow any User Subscription to be used by more than one individual Authorised User until and unless it has been reassigned in its entirety to another individual Authorised User, with the prior Authorised User having no further right to access or use the Services and/or Documents.
2.4 The Customer shall not:
2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, the Services and/or Documents (as applicable) in any form or media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or
2.4.2 access all or any part of the Services and Documents in order to build a product or service which competes with the Services and/or the Documents; or
2.4.3 introduce or permit the introduction of any Virus or Vulnerability into the Services or Taxpad’s network and information systems.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documents.

3. ADDITIONAL USER SUBSCRIPTIONS
3.1 The Customer may from time to time amend their subscription to include additional Authorised Users, and subject to the Customer’s payment of the additional fees and compliance with all the terms and conditions of this Agreement Taxpad shall grant access to the Services and the Documents to such additional Authorised Users in accordance with the provisions of this Agreement.

4. TAXPAD SERVICES
4.1 Taxpad shall, during the Subscription Term, provide the Services and make available the Documents to the Customer on and subject to the terms of this Agreement.
4.2 Taxpad shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except when for the purpose of necessary maintenance, which will usually be undertaken outside of Normal Business Hours.
4.3 Taxpad will provide support in relation to the Software which can be accessed using the menu within the Software, or if the Customer or Authorised User cannot access the menu by email request to [email protected] . The support that Taxpad will make available will be limited to issues in relation to the Software only. The Customer acknowledged that Taxpad will not provide any services, advice or support in relation to tax or accounting matters.

5. DATA PROTECTION
5.1 The Customer agrees that for limited purposes relating to the management of the Customer’s account with Taxpad, that Taxpad shall be a Data Controller, and shall manage all relevant personal data in accordance with its Privacy Policy from time to time.
5.2 Taxpad and the Customer agree that in relation to all Customer Data, the Customer is and shall remain the Data Controller, and Taxpad shall during the Subscription Term be a data processor and as such shall process that Customer Data in accordance with the terms of Taxpad’s Data Processing Policy, as updated from time to time and made available on its website.

6. THIRD PARTY PROVIDERS
The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Taxpad makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into, and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Taxpad. Taxpad recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Taxpad does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7. TAXPAD’S OBLIGATIONS
7.1 Taxpad shall perform the Services substantially in accordance with the Documents and with reasonable skill and care.
7.2 Taxpad’s obligations at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Taxpad’s instructions, or modification or alteration of the Services by any party other than Taxpad or Taxpad’s duly authorised contractors or agents. If the Services do not conform with the terms of clause 7.1, Taxpad will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
7.3 Taxpad:
7.3.1 does not warrant that:
(a) the Customer’s use of the Services will be uninterrupted or error-free; or
(b) that the Services, Documents and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; or
(c) the Software or the Services will be free from Vulnerabilities or Viruses; or
(d) the Software, Documents or Services will comply with any Heightened Cybersecurity Requirements.
7.3.2 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 Documents may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.4 This Agreement shall not prevent Taxpad 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 this Agreement.
7.5 Taxpad warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
7.6 In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against Taxpad shall be for Taxpad to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Taxpad. Taxpad shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Taxpad to perform services related to Customer Data maintenance and back-up).
7.7 The Customer acknowledges and instructs Taxpad that following the expiry or termination of a Subscription Term for any reason, Taxpad may at its discretion retain the Customer Data current at the date of expiry or termination (the “Customer’s Old Data”) for a period of up to 90 days from that date (the “Final Retention Period”) so that if the Customer subscribes for a new Subscription Term during that Final Retention Period the Customer Data would then be available for Taxpad to restore and make available the Customer’s Old Data in the Software for use by the Customer during the new Subscription Term subject to Taxpad agreeing at its discretion to provide the Customer with a new Subscription Term and subject to the Customer paying a retrospective Subscription Fee for the whole of the Final Retention Period.
7.8 If the Customer does not subscribe for a new Subscription Term before the end of the Final Retention Period, then Taxpad shall be entitled to delete all and any copies of the Customer’s Old Data.
7.9 The Customer agrees that any use of the Customer’s Old Data in accordance with clause 7.7 or otherwise by the Customer shall be entirely at the Customer’s risk including but not limited as to whether the Customer’s Old Data is or continues to be accurate, complete and up to date.

8. CUSTOMER’S OBLIGATIONS
8.1 The Customer shall:
8.1.1 provide Taxpad with:
(a) all necessary co-operation in relation to this Agreement; and
(b) all necessary access to such information as may be required by Taxpad;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
8.1.2 without affecting its other obligations under this Agreement, comply with all applicable laws including sanctions laws and regulations with respect to its activities under this Agreement;
8.1.3 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Taxpad may adjust any agreed timetable or delivery schedule as reasonably necessary and Taxpad shall not be liable for any failure to deliver any or all of the Services to the extent caused by Customer’s delay;
8.1.4 ensure that the Authorised Users use the Services and the Documents in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;
8.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for Taxpad, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
8.1.6 ensure that its network and systems comply with the relevant specifications provided by Taxpad from time to time; and
8.1.7 be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Taxpad’s data centres, 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.
8.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

9. CHARGES AND PAYMENT
9.1 The Customer shall pay the Subscription Fees in cleared funds to Taxpad in advance for the User Subscriptions for the Subscription Term.
9.2 Upon receipt of payment by the Customer, Taxpad shall issue an invoice and confirmation of receipt of payment which will be accessible via the primary user’s Taxpad account.
9.3 If Taxpad has not received payment in advance of any Subscription Term or at the latest on the Start Date of that Subscription Term, and without prejudice to any other rights and remedies of Taxpad, Taxpad may, at any time on or after that Start Date and without further notice to the Customer and without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and Taxpad shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.
9.4 All amounts and fees stated or referred to in this Agreement:
9.4.1 are, subject to clause 13.4.2, non-cancellable and non-refundable; and
9.4.2 are exclusive of value added tax, which shall be added to Taxpad’s invoice(s) at the appropriate rate.
9.5 If, at any time whilst using the Services, the Customer Data is so great as to demand a level of storage space that Taxpad considers excessive, Taxpad may at its discretion serve notice upon the Customer requiring payment of excess data storage fees, or declining to renew the then current Subscription Period.

10. PROPRIETARY RIGHTS
10.1 The Customer acknowledges and agrees that Taxpad and/or its licensors own all intellectual property rights in the Services and the Documents. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documents.
10.2 Taxpad confirms that it has all the rights in relation to the Services and the Documents that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

11. CONFIDENTIALITY
11.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party’s Representatives after the date of this Agreement in connection with the Customer’s subscription to the Taxpad Services, Software and Documents under this Agreement, including but not limited to:
11.1.1 the terms of this Agreement;
11.1.2 any information that would be regarded as confidential by a reasonable business person relating to:
(a) the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party; and
(b) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;
11.1.3 any information developed by the parties in the course of carrying out this Agreement.
Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.
11.2 The provisions of this clause 11 shall not apply to any Confidential Information that:
11.2.1 is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause 11);
11.2.2 was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
11.2.3 was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
11.2.4 the parties agree in writing is not confidential or may be disclosed; or
11.2.5 is developed by or for the receiving party independently of the information disclosed by the disclosing party.
11.3 Each party shall keep the other party’s Confidential Information secret and confidential and shall not:
11.3.1 use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement (Permitted Purpose); or
11.3.2 disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 11.
11.4 A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
11.4.1 it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
11.4.2 at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.
11.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.5, it takes into account the reasonable requests of the other party in relation to the content of the disclosure.
11.6 A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.
11.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this Agreement are granted to the other party, or to be implied from this Agreement.
11.8 Prior to termination or expiry of this Agreement the Customer shall remove from Taxpad any Customer Data which it requires;
11.9 On termination or expiry of this Agreement, the Customer shall cease to access and use and procure that each Authorised User ceases to access and use the Documents, Services and Software.
11.10 Following termination or expiry of this Agreement, Taxpad will manage all Customer’s Old Data in accordance with clause 7. No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
11.11 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.
11.12 The above provisions of this clause 11 shall survive for a period of two years from termination or expiry of this Agreement.

12. INDEMNITY
12.1 The Customer shall defend, indemnify and hold harmless Taxpad against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Documents, provided that:
12.1.1 the Customer is given prompt notice of any such claim;
12.1.2 Taxpad provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
12.1.3 the Customer is given sole authority to defend or settle the claim.
12.2 In no event shall Taxpad, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
12.2.1 a modification of the Services or Documents by anyone other than Taxpad; or
12.2.2 the Customer’s use of the Services or Documents in a manner contrary to the instructions given to the Customer by Taxpad; or
12.2.3 the Customer’s use of the Services or Documents after notice of the alleged or actual infringement from Taxpad or any appropriate authority; or
12.2.4 the Customer Data; or
12.2.5 the Customer’s breach of this Agreement.
12.3 The foregoing and clause 13.4.2 state the Customer’s sole and exclusive rights and remedies, and Taxpad’s (including Taxpad’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement or alleged infringement of any third party patent, copyright, trade mark or database right by Taxpad.

14. TERM AND TERMINATION
14.1 This Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Start Date and shall continue for the Subscription Term and shall automatically expire at the end of the Subscription Term unless it is first otherwise terminated in accordance with the provisions of this Agreement.
14.2 Without affecting any other right or remedy available to it, Taxpad may terminate this Agreement with immediate effect if the Customer fails to pay the Subscription Fees or any other amount due under this Agreement on the due date for payment.
14.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
14.3.1 the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
14.3.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; or (being an individual) is deemed either unable to pay their debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or (being a partnership) has any partner to whom any of the foregoing apply;
14.3.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
14.3.4 the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
14.3.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
14.3.6 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
14.3.7 the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
14.3.8 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
14.3.9 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
14.3.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.3.2 to clause 14.3.9 (inclusive);
14.3.11 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
14.3.12 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy; or
14.3.13 there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).
14.4 On termination of this Agreement for any reason:
14.4.1 all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documents;
14.4.2 The Customer shall make no further use of any Software, Documents and other items (and all copies of them) belonging to Taxpad;
14.4.3 Taxpad may destroy or otherwise dispose of any of the Customer Data in its possession; and
14.4.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

13. LIMITATION OF LIABILITY
13.1 The following definitions apply in this clause 13:
13.1.1 liability: every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise; and
13.1.2 default: any act or omission resulting in one party incurring liability to the other.
13.2 Except as expressly and specifically provided in this Agreement:
13.2.1 the Customer assumes sole responsibility for results obtained from the use of the Services and the Documents by the Customer, and for conclusions drawn from such use. Taxpad shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to Taxpad by the Customer in connection with the Services, or any actions taken by Taxpad at the Customer’s direction;
13.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
13.2.3 the Services and the Documents are provided to the Customer on an “as is” basis.
13.3 Nothing in this Agreement excludes the liability of Taxpad:
13.3.1 for death or personal injury caused by Taxpad’s negligence; or
13.3.2 for fraud or fraudulent misrepresentation.
13.4 Subject to clause 13.2 and clause 13.3:
13.4.1 Taxpad shall have no liability for any:
(a) loss of profits,
(b) loss of business,
(c) wasted expenditure,
(d) depletion of goodwill and/or similar losses,
(e) loss or corruption of data or information, or
(f) any special, indirect or consequential loss, costs, damages, charges or expenses; and
13.4.2 Taxpad’s total aggregate liability to the Customer (including in respect of the indemnity at clause 12), in respect of all defaults shall not exceed the cap.
13.4.3 In clause 13.4.2 the cap is the total amount of Subscription Fees received from the Customer in the period of 12 consecutive Calendar months immediately preceding the date upon which the event giving rise to the liability occurred.
13.5 Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Taxpad’s Intellectual Property Rights.

14. TERM AND TERMINATION
14.1 This Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Start Date and shall continue for the Subscription Term and shall automatically expire at the end of the Subscription Term unless it is first otherwise terminated in accordance with the provisions of this Agreement.
14.2 Without affecting any other right or remedy available to it, Taxpad may terminate this Agreement with immediate effect if the Customer fails to pay the Subscription Fees or any other amount due under this Agreement on the due date for payment.
14.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
14.3.1 the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
14.3.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; or (being an individual) is deemed either unable to pay their debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or (being a partnership) has any partner to whom any of the foregoing apply;
14.3.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
14.3.4 the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
14.3.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
14.3.6 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
14.3.7 the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
14.3.8 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
14.3.9 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
14.3.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.3.2 to clause 14.3.9 (inclusive);
14.3.11 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
14.3.12 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy; or
14.3.13 there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).
14.4 On termination of this Agreement for any reason:
14.4.1 all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documents;
14.4.2 The Customer shall make no further use of any Software, Documents and other items (and all copies of them) belonging to Taxpad;
14.4.3 Taxpad may destroy or otherwise dispose of any of the Customer Data in its possession; and
14.4.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

15. FORCE MAJEURE
Neither party shall be in breach of this Agreement or otherwise liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 6 weeks the party not affected may terminate this Agreement by giving not less than 28 days’ written notice to the affected party.

16. CONFLICT
If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement prevail.

17. VARIATION
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18. WAIVER
18.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
18.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

19. RIGHTS AND REMEDIES
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20. SEVERANCE
20.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
20.2 If any provision or part-provision of this Agreement is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. ENTIRE AGREEMENT
21.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
21.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
21.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
21.4 Nothing in this clause 21 shall limit or exclude any liability for fraud.

22. ASSIGNMENT
22.1 The Customer shall not, without the prior written consent of Taxpad, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
22.2 Taxpad may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement, provided that it in the case of assignment, or transfer Taxpad gives prior written notice of such dealing to the Customer as soon as reasonably practicable following such assignment, subcontract or delegation.

23. NO PARTNERSHIP OR AGENCY
Nothing in this Agreement 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).

24. THIRD PARTY RIGHTS
24.1 Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
24.2 The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.

25. GOVERNING LAW
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

26. JURISDICTION
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Last updated 22 April 2026.