Your right to use this web-based software system is subject to the terms set out in this licence agreement (Agreement). Please read the terms and conditions below before proceeding. Proceeding to access the online system signifies your acceptance of the terms and conditions. If you do not agree to be bound by the terms and conditions of this Agreement, you should promptly return your login details to Taxshield (a trading name of Shield Products Limited) and permanently delete any record of these details (electronic or otherwise). Prompt return of the full details as described will give rise to a refund of your purchase money.

1. Program and Grant of Licence

The "Program" means the web-based software system accessed via http://www.taxshield.co.uk using the login details provided and any other relevant operational literature or data. Under copyright law you are prohibited from copying, duplicating, accessing or otherwise utilising the software without the consent of Taxshield. In consideration of your agreement to the terms of this Licence, Taxshield grants you, the purchaser of the service, a non-exclusive right (the "Licence") to access and utilise the web-based software system as permitted by this Agreement. Any and all references to the word 'software' in this Agreement shall mean the object code only of the web-based software system. The Licence is personal to you, and may not be assigned, sold or transferred in any other way without Taxshield's express prior consent in writing.

(a) Under the terms of this licence YOU ARE PERMITTED TO:

(i) access and utilise the Program in connection with a single personal computer including a lap-top or, where you have purchased a network version, on a single network which is under your control. If you wish to access and utilise the system on more than one computer or network, you must obtain a separate licence;

(b) YOU MAY NOT YOURSELF, NOR MAY YOU PERMIT OTHERS TO:

(i) copy, duplicate or replicate the Program or seek to sub-license or assign the licence or your rights under it;

(ii) use, copy or transfer the software or other component parts of the Program except as allowed for by this Agreement;

(iii) distribute, rent, loan, lease, sub-license or otherwise deal in the software and or any other component elements of the Program;

(iv) alter, adapt, merge, modify or translate the software or other component elements of the Program in any way, or for any purpose, other than with the prior written consent of Taxshield;

(v) reverse engineer, disassemble or de-compile the software otherwise than with the prior written consent of Taxshield;

(vi) remove, change or obscure any identification marks or notices of proprietary rights and restrictions on or in the software and any other component elements of the Program.

2. Termination

(a) Taxshield may, at its sole and absolute discretion, terminate the licence, in which event it will refund to you the purchase price of the Program access.

(b) The licence may be terminated by Taxshield without refund if you fail to make payment after seven days’ notice of any sums due to Taxshield under this or any other contract with Taxshield.

(c) Within 14 days of termination of this Licence, you will return the login details, as well as all copies or part copies of the login details, or will furnish to Taxshield a letter attesting to the destruction of the original and any such copies (electronic or otherwise). Alternatively, if the Program has been temporarily or permanently stored on any local or system storage disc you will delete the stored Program and any copies or part copies thereof and you will furnish to Taxshield a letter attesting to the deletion of the Program and any such copies. You may terminate this Licence at any time by returning all copies or furnishing such confirmation.

(d) Your rights to access and utilise the Program will terminate automatically if you fail to comply with any term of this Licence. This Agreement will also terminate without further action or notice by Taxshield if you become bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, have an administrator, administrative receiver or other receiver appointed, or it you suffer or file any similar action in consequence of debt. Any use of any copies of the Program after termination of the Licence is unlawful.

3. Warranty

As the owner of the Licence copyright, Taxshield warrants to you only that:-

(a) the software, when used properly, will provide the functions and facilities and will perform substantially as described in the User Manual supplied with the software;

(b) Taxshield will provide technical advice, assistance and support by telephone during normal business hours. In the event of any errors in the Program, Taxshield may, at its sole discretion, correct the same by 'patching' or by replacing the Program with a new version. Should Taxshield be unable to rectify any defect in the Program, it will terminate this Licence by refunding your purchase price, together with the cost of postage, after having received the login details and any copy thereof from you in accordance with the preamble to this Agreement or the letter referred to in 2(c) above. Taxshield does not warrant or guarantee that you will have uninterrupted or error free service from the Program. Taxshield's entire liability and your exclusive remedy under the warranties given in this section 3 will be, at Taxshield's option either, (i) to repair or replace the software or encryption medium which does not conform with the warranty or, (ii) to refund the price paid for the software and terminate the Licence. This guarantee excludes defects caused by accidents, abuse, poor storage or handling, or any act referred to in sub-clauses 1(b) (iv), (v) and (vi) above.

4. Exclusion of Other Warranties

Except for the express warranties contained in Section 3 above, Taxshield gives and you receive no other warranties, conditions or representations, express or implied, statutory or otherwise. Without limitation, the implied terms of quality and fitness for a particular purpose are excluded. Taxshield does not warrant that the operation of the software will be error free or uninterrupted. It is your exclusive responsibility to ensure that the Program is suitable for your needs and the entire risk as to its performance and as to results obtained from its use is assumed by you. You hereby acknowledge that the content and accuracy of documents produced by the Program are your sole responsibility and, whether or not produced using the software, that you also remain responsible for ensuring that any information, opinions, recommendations, forecasts or other comments submitted to third parties are accurate and complete.

5. Disclaimer and Limitation of Liability

You hereby acknowledge that the allocation of risk in this Agreement reflects the price paid for the Program and also the fact that it is not within Taxshield's control how, and for what purposes, the Program is used by you. In no event, therefore, will Taxshield be liable for any direct, consequential, incidental or special damage or loss of any kind (including, but not confined to, loss of profits, loss of contracts, business interruptions, loss of or corruption to data) however caused and whether arising under contract or tort, including negligence or otherwise. If any exclusion, disclaimer or other provision contained in this Licence is held to be invalid for any reason by a court of competent jurisdiction and Taxshield becomes liable thereby for loss or damage that could otherwise be limited, such liability whether in contract, tort or otherwise, will not exceed the amount actually paid by you for the software.

Taxshield does not exclude or limit its liability for death or personal injury resulting from any act or negligence perpetrated by it.

6. General

(a) Taxshield shall not be liable to you in respect of circumstances outside its reasonable control.

(b) This Licence shall be subject to the terms of the Taxshield Privacy Policy (as amended from time to time)

(c) Failure by Taxshield to enforce any particular term of this Licence shall not be construed as a waiver of any of its rights under it.

(d) If any part of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason whatsoever, the validity of the remainder of terms will not be affected.

(e) This Licence constitutes the entire agreement between the parties in relation to the Program and its licensing and supersedes any other oral or written communications, agreements or representations with respect to the Program.

(f) The terms and conditions of this Licence will be governed and construed in accordance with English law, and any dispute arising under this Agreement or in connection with the Program shall be submitted to the exclusive jurisdiction of the English Courts, save where Taxshield otherwise agrees. No variation, amendment of or addition to this Licence shall be effective unless Taxshield's prior agreement in writing shall have been obtained.

Should you have any questions concerning this Licence, please contact Taxshield.

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