online service terms

ONLINE SERVICE TERMS

SDLT COMPASS SERVICE SUBSCRIPTION TERMS AND CONDITIONS

  1. About us
  2. Additional definitions used in these terms
  3. Our contract with you
  4. Subscribing to our SDLT Compass Service
  5. Our SDLT Compass Service
  6. Referrals to Cornerstone Tax 2020 Limited
  7. Your data
  8. Your obligations
  9. Our fees
  10. How to pay
  11. Complaints
  12. Intellectual property rights
  13. Limitation of liability
  14. Confidentiality
  15. Termination
  16. Events outside our control
  17. Communications between us
  18. General

Your attention is particularly drawn to the provisions of clause 13 (Limitation of liability).

  1. About us
    • Company details. SDLT Compass Limited (company number 13248338) (we and us) is a company registered in England and Wales and our registered office is at Milestone House, 18 Nursery Court, Kibworth Harcourt, Leicester, England, LE8 0EX. Our VAT number is 333260532. We operate the website http://www.sdltcompass.co.uk.
    • Contacting us. You can contact our customer service team by telephone at 0333 305 0956 or by e-mail on enquiries@sdltcompass.co.uk . How to give us formal notice of any matter under our contract with you is set out in clause 17.2.
  1. Additional definitions used in these terms
      • These terms and conditions (Terms) contain certain defined terms. In many instances these definitions are set out in the main body of these Terms. However, in addition to the definitions set out in the main body of these Terms, the following additional definitions shall apply:
        • Authorised Users: those of your employees, agents and independent contractors who are authorised by you to use the SDLT Compass Service and the Documentation;
        • Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);
        • Documentation: the document(s) or videos we make available to you online via www.sdltcompass.co.uk or such other web address we notify you from time to time which sets out the user instructions for the SDLT Compass Service;
        • Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Working  Day;
        • SDLT Compass Service: the subscription service we provide to you under the Contract (as defined in clause 3.1) via www.sdltcompass.co.uk or any other website notified to you from time to time, as more particularly described in the Documentation;
        • Subscription Term: the period commencing on the Commencement Date (as  defined in clause 4.3) and ending on termination of the Contract (as defined in clause 3.1);
        • Support Services Policy: our policy for providing support in relation to the SDLT Compass Service as made available at www.sdltcompass.co.uk or such other website address as we may notify you from time to time;
        • UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;
        • 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, and the term ‘Vulnerabilities’ shall be construed accordingly;
        • Working Day: a day of the week other than a Saturday, Sunday or public holiday in England;
        • you and your: means: (a) you as an individual, but only if you are a sole trader acting in the course of business when you subscribe to our SDLT Compass Service; or (b) the business (whether partnership, company or other incorporated or unincorporated body) on whose behalf you subscribe to our SDLT Compass Service; and
        • Your Data: the data (including personal data relating to your clients) inputted by you or Authorised Users for the purpose of using the SDLT Compass Service.
  1. Our contract with you
    • Our contract. These Terms apply to your subscription to our SDLT Compass Service and the supply of the SDLT Compass Service by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
    • Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
    • These Terms and the Contract are made only in the English language.
    • Your copy. You should print off a copy of these Terms or save them to your computer for future reference.
  1. Subscribing to our SDLT Compass Service
      • Subscribe to our SDLT Compass Service. Please follow the onscreen prompts to subscribe to our SDLT Compass Service. may only subscribe using the method set out on the Site. Your request to subscribe to our SDLT Compass Service is subject to these Terms.
      • Correcting input errors. Our process to subscribe to our SDLT Compass Service allows you to check and amend any errors before submitting your subscription request to us. Please check your subscription request carefully before confirming it. You are responsible for ensuring that your request to subscribe to our SDLT Compass Service is complete and accurate.
      • Accepting your request to subscribe to our SDLT Compass Service. Our of your request to subscribe to our SDLT Compass Service takes place when we send you a ‘welcome’ email (Welcome email), at which point and on which date (Commencement Date) the Contract between you and us will come into existence.
      • If we cannot accept your subscription request. If we are unable to accept your request to subscribe to our SDLT Compass Service for any reason, we will inform you of this by email and we will not process your request to subscribe to our SDLT Compass Service.
      • Term. The Contract shall commence on the Commencement Date and shall continue, unless terminated as provided in clause 15, until either party gives  notice to terminate in writing at any time.

 

  1. Our SDLT Compass Service
      • Descriptions and illustrations. Any descriptions or illustrations on our Site are published for the sole purpose of giving an approximate idea of the SDLT Compass Services described in them. They will not form part of the Contract or have any contractual force.
      • Compliance with specification. Subject to our right to amend the specification (see clause 3) we will supply the SDLT Compass Service to you in accordance with the specification for the SDLT Compass Service appearing in the Documentation and on our Site at the date you subscribe to our SDLT Compass Service in all material respects.
      • Changes to specification. We reserve the right to amend the specification of the SDLT Compass Service if required by any applicable statutory or regulatory requirement or if the amendment will not materially adversely affect the nature or quality of the SDLT Compass Service, and we will notify you in advance of any such amendment.
      • Reasonable care and skill. We warrant to you that the SDLT Compass Service will be provided using reasonable care and skill.
      • Clauses 5.2 and 5.4 shall not apply to the extent of any non-conformance with those provisions is caused by use of the SDLT Compass Service contrary to our instructions or the Documentation, or modification or alteration of the SDLT Compass Service by any third party. If the SDLT Compass Service does not conform clauses 5.2 or 5.4, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes your sole and exclusive remedy for any breach of clauses 5.2 and 5.4.
      • Specific exclusions. We:
        • do not warrant that:
          • your use of the SDLT Compass Service will be uninterrupted or error-free; or
          • the SDLT Compass Service will be free from Vulnerabilities; and
        • are 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 you acknowledge that the SDLT Compass Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
      • Licence for Authorised Users. Subject to the restrictions set out in clauses 8 to 5.14 (inclusive) and the other terms and conditions of the Contract, we hereby grant to you a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the SDLT Compass Service and the Documentation during the Subscription Term solely for your internal business operations.
      • Authorised Users. In relation to the Authorised Users, you undertake that:
        • each Authorised User shall keep a secure password for his use of the SDLT Compass Service and Documentation;
        • you shall maintain a written, up to date list of current Authorised Users and provide such list to us within 5 Working Days of our written request at any time or times;
        • you shall permit us or our designated auditor to electronically audit the SDLT Compass Service in order to establish the name and password of each Authorised User to audit compliance with the Contract. Each such audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business; and
        • if any of the audits referred to in clause 5.8(c) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to our other rights, you shall promptly disable such passwords and we shall not issue any new passwords to any such individual.
      • Restrictions on use of the SDLT Compass Service. You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the SDLT Compass Service that:
        • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
        • facilitates illegal activity;
        • depicts sexually explicit images;
        • promotes unlawful violence;
        • is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
        • is otherwise illegal or causes damage or injury to any person or property;

      and we reserve the right, without liability or prejudice to our other rights, to disable your access to our SDLT Compass Service in the event of breaches to the provisions of this clause.

      • You shall not:
        • 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 Contract:
          • attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the SDLT Compass Service and/or Documentation (as applicable) in any form or media or by any means; or
          • attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the SDLT Compass Service; or
        • access all or any part of the SDLT Compass Service and Documentation in order to build a product or service which competes with the SDLT Compass Service and/or the Documentation; or
        • use the SDLT Compass Service and/or Documentation to provide services to third parties other than in the normal course of business; or
        • subject to clause 18.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the SDLT Compass Service and/or Documentation available to any third party except the Authorised Users; or
        • attempt to obtain, or assist third parties in obtaining, access to the SDLT Compass Service and/or Documentation, other than as provided under this clause 5.7; or
        • introduce or permit the introduction of, any Virus or Vulnerability into our network and information systems.
      • You will use all reasonable endeavours to prevent any unauthorised access to, or use of, the SDLT Compass Service and/or the Documentation and, in the event of any such unauthorised access or use, notify us promptly.
      • SDLT Compass Service availability. We will, during the Subscription Term, provide the SDLT Compass Service and make available the Documentation to you on and subject to the terms of the Contract.
      • We shall use commercially reasonable endeavours to make the SDLT Compass Service available 24 hours a day, seven days a week, except for:
        • planned maintenance;
        • unscheduled maintenance performed outside Normal Business Hours, provided we have used reasonable endeavours to give you as much notice as reasonably possible; and
        • emergency fixes and repairs performed at any time, provided we have used our reasonable endeavours to perform these outside Normal Business Hours.
      • We will, as part of the SDLT Compass Service and at no additional cost to you, provide you with our standard customer support services during Normal Business Hours in accordance with our Support Services Policy in effect at the time that the SDLT Compass Service is provided. We may amend our Support Services Policy in our sole and absolute discretion from time to time.
  1. Referrals to Cornerstone Tax 2020 Limited
    • Our SDLT Compass Service enables referrals to Cornerstone Tax 2020 Limited (incorporated in England with company number 12164380, and with its registered office address at Milestone House, 18 Nursery Court, Kibworth Business Park, Kibworth, Leicestershire, United Kingdom, LE8 0EX) (Cornerstone) or such other SDLT advisor as the user specifies f for advice on the calculation of stamp duty land tax provided by the SDLT Compass Service. Where you have requested such referral to Cornerstone by clicking the “refer” button on screen, we will pass your contact information to Cornerstone (together with the contact information of your client) so Cornerstone may:
      • contact your client directly to contract with them to provide Cornerstone’s advice; and
      • liaise with you in relation to the advice Cornerstone provides.
    • By clicking the “refer” button on screen, you confirm you have the consent of your client, or other legal basis under Data Protection Legislation, to supply their personal data to us for the purpose of:
      • us using their personal data as necessary to supply our SDLT Compass Service to you;
      • us using their personal data to refer your client to Cornerstone where you have requested us to do so; and
      • Cornerstone using their personal data to contact your client for the purpose of contracting with them when a referral to Cornerstone is made.
    • You agree to provide us with evidence of the consent, or other legal basis under Data Protection Legislation, referred to in clause 2 where we have requested you to do so.
    • Cornerstone will provide their advice on the basis of their terms and conditions and a fee that you, or your client, agree with them. Their terms and conditions will be sent directly to your client by Cornerstone using the information you have provided. Cornerstone will use your personal data, and the personal data relating to your client that you have provided, in accordance with their privacy policy http://www.sdltcompass.co.uk/privacy-policy/.
    • We will not be party to the contract between your client and Cornerstone. Accordingly, we make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation your client’s contract with Cornerstone. You are solely responsible to your client for your recommendation to them to use Cornerstone for advice on the calculation of SDLT provided by the SDLT Compass Service.
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  1. Your data
    • You shall own all right, title and interest in and to all of Your Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Your Data.
    • We will follow our standard archiving procedures for Your Data (a copy is available on request). In the event of any loss or damage to Your Data, your sole and exclusive remedy against us will be to require us to use reasonable commercial endeavours to restore Your Data that has been lost or damaged from the latest back-up of Your Data we maintain in accordance with our standard archiving procedure. We shall not be responsible for any loss, destruction, alteration or disclosure of Your Data caused by any third party (except those third parties we sub-contract to perform services related to Your Data maintenance and back-up for which it shall remain fully liable under clause 9).
    • We shall, in providing the SDLT Compass Service, comply with our privacy policy relating to the privacy of Your Data available at www.sdltcompass.co.uk/privacy-policy/ or such other website address as may be notified to you from time to time, as we may amend such document from time to time at our sole discretion.
    • We shall both comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
    • We both acknowledge that:
      • if we process any personal data on your behalf (for example, personal data relating to your client) when performing our obligations under the Contract, you will be the controller and we will be the processor for the purposes of the Data Protection Legislation; and
      • the scope, nature and purpose of our processing, the duration of the processing and the types of personal data and categories of data subject can be found by following this link www.sdltcompass.co.uk/privacy-policy/.
    • Without prejudice to the generality of clause 4, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of the Contract so that we may lawfully use, process and transfer the personal data in accordance with the Contract on your behalf.
    • Without prejudice to the generality of clause 4, we shall, in relation to any personal data we process on your behalf in the performance of our obligations under the Contract:
      • process that personal data only on your documented written instructions unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to us and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). For the purposes of this clause you are deemed to have given us documented written instructions to process Your Data as reasonably necessary to: (i) allow you to use our SDLT Compass Service; (ii) allow you to fully benefit from the use of the SDLT Compass Service; and (iii) to allow us to fully perform our obligations under our Contract. Where we are relying on Applicable Laws as the basis for processing personal data, we will promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;
      • not transfer any personal data outside of the United Kingdom unless the following conditions are fulfilled:
        • either of us have provided appropriate safeguards in relation to the transfer;
        • the data subject has enforceable rights and effective legal remedies;
        • we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
        • we comply with reasonable instructions you notify us in advance with respect to the processing of the personal data;
      • assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      • notify you without undue delay on becoming aware of a personal data breach;
      • at your written direction, delete or return personal data and copies thereof to you on termination of the Contract unless required by Applicable Law to store the personal data (and for these purposes the term “delete” shall mean to put such data beyond use); and
      • maintain complete and accurate records and information to demonstrate our compliance with this clause 7 and immediately inform you if, in our opinion, an instruction infringes the Data Protection Legislation.
    • Each of us shall ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
    • You consent to us appointing third party website hosting companies and third party IT support companies as third-party processors of personal data under the Contract.
  1. Your obligations
    • It is your responsibility to ensure that:
      • the terms of your request to subscribe to our SDLT Compass Service are complete and accurate;
      • Your Data is complete and accurate and suitable for your purposes;
      • you co-operate with us in all matters relating to the SDLT Compass Service; and
      • you provide us with such information and materials we may reasonably require in order to supply the SDLT Compass Service, and ensure that such information is complete and accurate in all material respects.
    • If our ability to provide the SDLT Compass Service is prevented, delayed or otherwise hindered by any failure by you to fulfil any obligation listed in clause 1 (Your Default):
      • we will be entitled to suspend provision of the SDLT Compass Service until you remedy Your Default, and to rely on Your Default to relieve us from the provision of the SDLT Compass Service, in each case to the extent Your Default prevents, delays or otherwise hinders performance of the SDLT Compass Service. In certain circumstances Your Default may entitle us to terminate the Contract under clause 15 (Termination);
      • we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to provide the SDLT Compass Service; and
      • it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
  1. Our fees
      • We do not charge a recurring subscription fee for you to use our SDLT Compass Service. However, in consideration of us providing the SDLT Compass Service you must pay our audit trail fee () upon completion of of stamp duty land tax made using our SDLT Compass Service.
      • Unless we have otherwise agreed in writing with you, the Audit Trail Fee is the price quoted on our Site at the time of you calculating the stamp duty land tax concerned using our SDLT Compass Service.
      • You warrant that each Authorised User has actual authority to incur the Audit Trail Fees on your behalf by initiating calculation of the stamp duty land tax concerned using our SDLT Compass Service.
      • We take all reasonable care to ensure that the prices as stated on our Site are correct at the time when the relevant information was entered into the system. However, please see clause 7 for what happens if we discover an error in the price of the audit trail.
      • We reserve the right to on reasonable notice to you.
      • Our Audit Trail Fee (including any special rates otherwise agreed with you) are inclusive of VAT.
      • , despite our reasonable efforts, the Audit Trail Fee on our Site may be incorrectly priced. Where the correct price for the Audit Trail Fee is less than the price stated on our Site, we will charge the lower amount and if the correct price for the Audit Trail Fee is higher than the price stated on our Site, we will contact you as soon as possible to inform you of this error and and we will charge you the higher correct price.
  1. How to pay
      • By using our SDLT Compass Service to calculate stamp duty land tax, you agree to pay the applicable Audit Trail Fee for each calculation. Every seven-days we will send you a disbursement fee invoice of all Audit Trail Fees payable in respect of audit trails for each calculation of stamp duty land tax made using our SDLT Compass Service. You shall pay such disbursement fee invoice within seven days of the date of the invoice concerned.
      • You can pay for the Audit Trail Fee using a debit card or credit card. We accept the following cards: Mastercard, Visa.
      • You can also pay by direct debit. Your designated bank account will be charged for the Audit Trail Fee on the date set out in your disbursement fee invoice.
      • Where you are calculating stamp duty land tax using our SDLT Compass Service, you authorise us to bill the debit or credit card registered against your account for the Audit Trail Fee due at any time after our disbursement fee invoice becomes due for payment. Where you are paying by direct debit, you authorise us to collect the Audit Trail Fee due by direct debit on the date set out in your disbursement fee invoice.
      • All amounts and fees are payable in pounds Sterling and are, unless otherwise expressly stated in these Terms, are non-cancellable and non-refundable.
      • If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 15 (Termination):
        • you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and/or
        • we may suspend your access to our SDLT Compass Service without notice.

      We shall each pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

  1. Complaints
  1. Intellectual property rights
    • All intellectual property rights in or arising out of or in connection with the SDLT Compass Service will be owned by us.
    • We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to use the SDLT Compass Service in your business on the terms set out in the Contract. You may not sub-license, assign or otherwise transfer the rights granted in this clause 2.
    • You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the SDLT Compass Service to you.
  1. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
      • We will not be liable to you for any error or inaccuracy in the calculation of stamp duty land tax using the SDLT Compass Service if such error or inaccuracy results from any error or inaccuracy in Your Data.
      • Any insurance backed indemnity we offer (as set out on our Site) shall apply only to low risk stamp duty land tax calculations (as identified on-screen on completion of the stamp duty land tax calculation) and not to any high risk stamp duty land tax calculations (as identified on-screen on completion of the stamp duty land tax calculation).
      • Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
        • death or personal injury caused by negligence;
        • fraud or fraudulent misrepresentation; and
        • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
      • Subject to clauses 1, 13.2 and 13.3, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise arising under or in connection with the Contract for the following types of loss (in each case whether direct or indirect):
        • loss of profits;
        • loss of sales or business;
        • loss of agreements or contracts;
        • loss of anticipated savings;
        • loss of use or corruption of software, data or information; and
        • loss of or damage to goodwill.
      • Subject to clauses 1, 13.2 and 13.3, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the higher of:
        • 100% of the total Audit Trail Fees you have paid under the Contract in the 12-months immediately preceding the event giving rise to the liability in question; and
        • the amount paid by our professional indemnity insurer following a successful claim in respect of the liability in question.
      • Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of you having grounds to make a claim in respect of the event and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
      • This clause 13 will survive termination of the Contract
  1. Confidentiality
    • We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 2.
    • We each may disclose the other’s confidential information:
      • to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 14; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      • Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
  1. Termination
    • The provision of the SDLT Compass Service or the Contract may be terminated by you or us giving not less than 30 (thirty) days’ notice in writing to the other party.
    • Without limiting any of our other rights, we may suspend the provision of the SDLT Compass Service, or terminate the Contract with immediate effect by giving written notice to you if:
      • you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;
      • you fail to pay any amount due under the Contract on the due date for payment;
      • you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if a step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      • you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
      • your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
    • On termination of the SDLT Compass Service or the Contract for any reason:
    • 3.1 you shall immediately pay all of our outstanding invoices;
    • 3.2 we shall promptly invoice you for any of the SDLT Compass Service that have been performed but not invoiced and payment for such invoices shall be due immediately on receipt by you.
    • Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
  1. Events outside our control
    • We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
    • If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
      • we will contact you as soon as reasonably possible to notify you; and
      • our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange for continued access to the SDLT Compass Service with you after the Event Outside Our Control is over.
    • You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less a reasonable amount for your use of the SDLT Compass Service up to the date of the occurrence of the Event Outside Our Control.
  1. Communications between us
    • When we refer to “in writing” in these Terms, this includes email.
    • Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next Working Day delivery service, or email.
    • A notice or other communication is deemed to have been received:
      • if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
      • if sent by pre-paid first class post or other next Working Day delivery service, at 9.00 am on the second Working Day after posting; or
      • if sent by email, at 9.00 am the next Working Day after transmission.
    • In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
    • The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
  1. General
      • Assignment and transfer.
        • We may assign or transfer our rights and obligations under the Contract to another entity; and
        • You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
      • Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
      • If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
      • Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
      • Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
      • Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.
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©SDLT Compass 2022

Registered No.13248338

Milestone House

18 Nursery Court

Kibworth Business Park

Kibworth

Leicestershire

LE8 0EX