Taxshield P11D Manager

Throughout the body of this Agreement, the contracting parties to this Agreement are referred to as "Taxshield”, "you” or "the Customer”.

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

 

1.1  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.

1.2  For the purposes of this Agreement, you agree that any person that you engage to enter personal data using the Program shall be regarded as a "subprocessor”.

1.3  Taxshield agrees that (save as set out above) it shall not subcontract, in whole or in part, all or any of its data processing obligations without prior consent of the Customer, which consent the Customer may grant or withhold in its sole and absolute discretion. Taxshield shall provide the Customer promptly with all information requested or required by the Customer in relation to any subprocessor proposed by Taxshield in connection with any request or approach to the Data Controller for its consent.

1.4  (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, 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. Intellectual Property Rights and ownership

 

(i) The Customer retains ownership of all intellectual property rights in data provided by them to to Taxshield subject to clause (ii) below.

 

(ii) The Customer hereby grants to Taxshield a licence to use the data in a manner consistent with the terms of this Agreement and for the purposes expressly or impliedly agreed between the parties in order to facilitate the performance of this Agreement or any reasonable purpose ancillary thereto.

 

(iii) For the avoidance of doubt, the Customer retains ownership of intellectual property rights in material created from data provided by the Customer to Taxshield.

 

(iv) Taxshield hereby assigns to the Customer, with full title guarantee and free from all third party rights, the Intellectual Property Rights and all other rights subsisting in the New Customer Materials.

 

(v) The assignment set out in clause 3a(iv) above shall either take effect on the date of this Agreement or as a present assignment of future rights that will take effect immediately on the coming into existence of the New Customer Materials, as appropriate.

 

(vi) Taxshield shall waive or procure a waiver of any moral rights in the New Customer Materials assigned to the Customer under this Agreement.

 

(vii) Taxshield warrants that it owns the Intellectual Property Rights in the Software.  In the event of any claim against the Customer that the receipt of the services or use of the Software in accordance with the terms of this Agreement infringes the Intellectual Property Rights of a third party, Taxshield shall indemnify the Customer against any losses, damages, costs and expenses incurred by or awarded against the Customer in connection with any such claim. The Customer agrees that:

 

(a) it shall notify Taxshield as soon as reasonably practicable in writing of any claim of which it has notice;

(b)  it shall not make any admission, compromise or settlement of any claim without the prior written consent of Taxshield which consent shall not be unreasonably withheld or delayed; and

 

(c)  Taxshield shall, on its written request and at its own expense, be entitled to have the conduct of or settle all negotiations and litigation arising from any claim hereunder and the Customer shall, at Taxshield's request and expense, give Taxshield all reasonable assistance in connection with those negotiations and such litigation

 

(viii) The following definitions shall apply:

 

"Customer" means any company or individual who is registered to use the Taxshield service.

 

"Customer Data" means all data or records of whatever nature and in whatever form relating to the Customer or the business of the Customer, whether subsisting before the date of this Agreement or as created or processed as part of, or in connection with, the services provided pursuant to this Agreement. 

 

"Intellectual Property Rights" means all inventions (whether patentable or not), design rights, database rights, copyright, moral rights, semiconductor topography rights, unregistered trade and service marks, logos, get-up and trade names and, in each case, the goodwill attaching to them, all registered intellectual property rights, know-how, and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which subsist anywhere in the world.

 

"New Customer Materials" means any materials developed or created by Taxshield (or on behalf of Taxshield) specifically in relation to the provision of the services to the Customer under this Agreement

 

5. Confidentiality and data protection

 

(i) Each party undertakes to the other that (unless prior written consent of the other party shall first have been obtained) it shall, and shall procure that its officers, employees, advisers, sub-contractors and agents shall keep confidential and not disclose to any person, or use or exploit commercially for its or their own purposes, any of the confidential information of the other party. For the purposes of this Clause, "confidential information" shall include information concerning the business, finances, assets, liabilities, dealings, transactions, know-how, employees, customers, suppliers, processes or affairs of the other party and any information which is expressly indicated to be confidential or is imparted by one party to the other in circumstances importing an obligation of confidence.

 

(ii) The consent referred to in Clause 5(i) shall not be required for disclosure by a party of any confidential information:

 

(a) to its officers, employees, sub-contractors and agents, in each case, to the extent required to enable such party to carry out its obligations under this Agreement and who shall in each case be made aware by such party of its obligations under this Agreement and shall be required by such party to observe the same restrictions on the use of relevant information as are contained in this clause 5;

 

(b) to its professional advisers who are bound by such party by a duty of confidence which applies to any information disclosed;

 

(c) to the extent required by applicable law or regulatory or supervisory authority to which such party is subject or pursuant to any order of court or other competent authority.

 

(iii) If a party becomes required, in circumstances contemplated by clause 5 (ii) (c) to disclose any information such party shall give to the other party such notice as is practical in the circumstances of such disclosure and shall co-operate with the other party, having due regard to the other party's views, and take such steps as the other party may reasonably require in order to enable it to mitigate the effects of, or avoid the requirements for, any such disclosure.

 

(iv) The terms of the Privacy Statement available at https://www.taxshield.co.uk/privacy-policy on the date of this Agreement shall apply to this Agreement subject to the following provisos:

 

(a) Taxshield shall act as the data processor for the Customer;

(b) Taxshield must not disclose or transfer personal data to a country or territory outside the European Economic Area;

(c) Taxsheild must notify the Customer in writing of any variations to the privacy statement and must seek the Customer's written consent prior to any variations coming into effect; and

(d) Taxshield shall not be responsible or liable for any breach, performance, non-performance, part-performance or delay in performance by a sub-processor (as defined within this Agreement) of personal data to the same extent as if such breach, performance, non-performance, part-performance, or delay in performance had been carried out by Taxshield.

 

(vi) For the purposes of this clause 5(iv), terms and expressions not defined in this Agreement but having a meaning assigned to them in the Data Protection Act 1998 shall have the same meaning as that assigned to them by the Data Protection Act 1998. Taxshield confirm that we act in compliance with the terms of the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679)

 

(vii) in the event of a conflict between this Agreement and the Privacy Statement, the terms of this Agreement shall take precedence.

 

 

 

6. 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.

 

 

7. Disclaimer and Limitation of Liability

 

(i) The Customer hereby acknowledges 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 them.

(ii) In no event, therefore, will Taxshield be liable for any 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.

(iii) 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.

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

 

8. General

 

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


(b) 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.


(c) The
Customer acknowledges that any significant failure to comply with the terms of this Agreement may shall mean that the Customer and/or Recipients may be unable to use the Services or may only be able to use them in a limited or restricted manner, to be determined in the absolute discretion of Taxshield.

 

(d) The Customer agrees that Taxshield may publicise the fact that they are a Customer of Taxshield in appropriate circumstances.

 

(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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