online service terms
ONLINE SERVICE TERMS
SDLT COMPASS SERVICE SUBSCRIPTION TERMS AND CONDITIONS
Your attention is particularly drawn to the provisions of clause 13 (Limitation of liability).
1. About us
1.1 Company details. SDLT Compass Ltd (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, Leicestershire, United Kingdom, LE8 0EX. Our VAT number is 333260532. We operate the website sdltcompass.co.uk
1.2 Contacting us. You can contact our customer service team by telephone at 0333 305 0956 or by e-mail on firstname.lastname@example.org. How to give us formal notice of any matter under our contract with you is set out in clause 17.2.
2. Additional definitions used in these terms
2.1 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:
(a) Authorised Users: those of your employees, agents and independent contractors who are authorised by you to use the SDLT Compass Service and the Documentation;
(b) 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);
(c) Documentation: the document we make available to you online via sdltcompass.co.uk or such other web address we notify you from time to time which sets out a description of the SDLT Compass Service and the user instructions for the SDLT Compass Service;
(d) Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Working Day;
(e) SDLT Compass Service: the subscription service we provide to you under the Contract (as defined in clause 3.1) via sdltcompass.co.uk or any other website notified to you from time to time, as more particularly described in the Documentation;
(f) Support Services Policy: our policy for providing support in relation to the SDLT Compass Service as made available at sdltcompass.co.uk or such other website address as we may notify you from time to time;
(g) 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); 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;
(h) User Subscriptions: the user subscriptions purchased by you pursuant to clause 9.1 which entitle Authorised Users to access and use the SDLT Compass Service and the Documentation in accordance with the Contract;
(i) 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;
(j) 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;
(k) Working Day: a day of the week other than a Saturday, Sunday or public holiday in England;
(l) 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
(m) 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.
3. Our contract with you
3.1 Our contract. These Terms apply to your order to subscribe 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.
3.2 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.
3.3 Language. These Terms and the Contract are made only in the English language.
3.4 Your copy. You should print off a copy of these Terms or save them to your computer for future reference.
4. Placing an order to subscribe to our SDLT Compass Service and its acceptance
4.1 Placing your order to subscribe to our SDLT Compass Service. Please follow the onscreen prompts to place your order to subscribe to our SDLT Compass Service. You may only submit an order using the method set out on the Site. Each order to subscribe to our SDLT Compass Service is an offer by you to subscribe to the SDLT Compass Service subject to these Terms.
4.2 Correcting input errors. Our order process to subscribe to our SDLT Compass Service allows you to check and amend any errors before submitting your order to subscribe to our SDLT Compass Service to us. Please check the order to subscribe to our SDLT Compass Service carefully before confirming it. You are responsible for ensuring that your order to subscribe to our SDLT Compass Service is complete and accurate.
4.3 Accepting your order to subscribe to our SDLT Compass Service. Our acceptance of your order to subscribe to our SDLT Compass Service takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to the number of User Subscriptions confirmed in the Order Confirmation.
4.4 If we cannot accept your order. If we are unable to accept your order to subscribe to our SDLT Compass Service for any reason, we will inform you of this by email and we will not process your order to subscribe to our SDLT Compass Service. If you have already paid for the SDLT Compass Service, we will refund you the full amount.
4.5 Term. The Contract shall commence on the Commencement Date and shall continue, unless terminated as provided in clause 15, for an initial period of one month (Initial Subscription Period) and, thereafter, the Contract shall automatically renew for successive periods of one month (each a Renewal Period) until you give us notice in writing at any time before your next Renewal Period is due to start. When you cancel the Contract, you can continue to use our SDLT Compass Service until the end of the Renewal Period you have paid for.
5. Our SDLT Compass Service
5.1 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.
5.2 Compliance with specification. Subject to our right to amend the specification (see clause 5.3) 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 of your order to subscribe to our SDLT Compass Service in all material respects.
5.3 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.
5.4 Reasonable care and skill. We warrant to you that the SDLT Compass Service will be provided using reasonable care and skill.
5.5 Exclusions. 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.
5.6 Specific exclusions. We:
(a) do not warrant that:
(i) your use of the SDLT Compass Service will be uninterrupted or error-free; or
(ii) the SDLT Compass Service will be free from Vulnerabilities; and
(b) 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.
5.7 User Subscriptions. Subject to you purchasing the User Subscriptions (you will need to purchase 1 (one) User Subscription for 1 (one) Authorised User) in accordance with these Terms, the restrictions set out in clauses 5.8 to 5.16 (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.
5.8 Authorised Users. In relation to the Authorised Users, you undertake that:
(a) 3the maximum number of Authorised Users that you authorise to access and use the SDLT Compass Service and the Documentation shall not exceed the number of User Subscriptions you have purchased from time to time;
(b) you will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless you have reassigned it entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the SDLT Compass Service and/or Documentation;
(c) each Authorised User shall keep a secure password for his use of the SDLT Compass Service and Documentation;
(d) 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;
(e) 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;
(f) if any of the audits referred to in clause 5.8(e) 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; and
(g) if any of the audits referred to in clause 5.8(e) reveal that you have too few User Subscriptions, then without prejudice to our other rights, you will pay to us an amount equal to such underpayment within 5 Working Days of the date of the relevant audit.
5.9 Additional User Subscriptions. You may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in our Order Confirmation.
5.10 If you wish to purchase additional User Subscriptions, you may do so by submitting a new order following the procedure above.
5.11 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:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) 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.
5.12 You shall not:
(a) 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:
(i) 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
(ii) 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
(b) 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
(c) use the SDLT Compass Service and/or Documentation to provide services to third parties other than in the normal course of business; or
(d) 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
(e) 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
(f) introduce or permit the introduction of, any Virus or Vulnerability into our network and information systems.
5.13 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.
5.14 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.
5.15 We shall use commercially reasonable endeavours to make the SDLT Compass Service available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time;
(b) unscheduled maintenance performed outside Normal Business Hours, provided we have used reasonable endeavours to give you as much notice as reasonably possible; and
(c) emergency fixes and repairs performed at any time, provided we have used our reasonable endeavours to perform these outside Normal Business Hours.
5.16 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.
6. Referrals to SDLT Compass Group International Limited
6.1 Our SDLT Compass Service enables referrals to Cornerstone Tax 2020 Limited (incorporated in England with company number 03874730, and with its registered office address at Milestone House, 18 Nursery Court, Kibworth Business Park, Kibworth, Leicestershire, England, LE8 0EX) or members of its group for advice on the calculation of SDLT provided by the SDLT Compass Service. Where you have requested such referral to Cornerstone Tax 2020 Limited by clicking the “refer” button on screen, we will pass your contact information to Cornerstone Tax 2020 Limited (together with the contact information of your client) so Cornerstone Tax 2020 Limited may:
(a) contact your client directly to contract with them to provide Cornerstone Tax 2020 Limited’s advice; and
(b) liaise with you in relation to the advice Cornerstone Tax 2020 Limited provides to your client.
6.2 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:
(a) us using their personal data as necessary to supply our SDLT Compass Service to you;
(b) us using their personal data to refer your client to Cornerstone Tax 2020 Limited where you have requested us to do so; and
(c) Cornerstone Tax 2020 Limited using their personal data to contact your client for the purpose of contracting with them when a referral to Cornerstone Tax 2020 Limited is made.
6.3 You agree to provide us with evidence of the consent, or other legal basis under Data Protection Legislation, referred to in clause 6.2 where we have requested you to do so.
6.5 We will not be party to the contract between your client and Cornerstone Tax 2020 Limited. Accordingly, we make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation your client’s contract with Cornerstone Tax 2020 Limited. You are solely responsible to your client for your recommendation to them to use Cornerstone Tax 2020 Limited for advice on the calculation of SDLT provided by the SDLT Compass Service.
6.6 Where you refer your client to Cornerstone Tax 2020 Limited for advice on the calculation of SDLT provided by the SDLT Compass Service, we have arranged a special reduced fee for SDLT Compass’s service. This fee is equal to £250 plus VAT per £250,000 value (or part thereof) of the property in relation to which SDLT Compass are being asked to advise.
Example: The property you have asked SDLT Compass to advise on is worth £1,600,000. Therefore, SDLT Compass’s fee will be £1,750 plus VAT.
6.7 Your client will have to pay Cornerstone Tax 2020 Limited’s fee in advance when they contract with Cornerstone Tax 2020 Limited.
6.8 For your client’s reassurance, Cornerstone Tax 2020 Limited carry professional indemnity insurance in the amount of £1,000,000 (one million pounds) per claim in respect of advice they give on the calculation of SDLT provided by the SDLT Compass Service.
7. Your data
7.1 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.
7.2 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 7.9).
7.4 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.
7.5 We both acknowledge that:
(a) 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
(b) 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.
7.6 Without prejudice to the generality of clause 7.4, 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.
7.7 Without prejudice to the generality of clause 7.4, we shall, in relation to any personal data we process on your behalf in the performance of our obligations under the Contract:
(a) 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;
(b) not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled:
(i) either of us have provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) 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
(iv) we comply with reasonable instructions you notify us in advance with respect to the processing of the personal data;
(c) 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;
(d) notify you without undue delay on becoming aware of a personal data breach;
(e) 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
(f) 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.
7.8 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).
7.9 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.
8. Your obligations
8.1 It is your responsibility to ensure that:
(a) the terms of your order to subscribe to our SDLT Compass Service are complete and accurate;
(b) Your Data is complete and accurate and suitable for your purposes;
(c) you co-operate with us in all matters relating to the SDLT Compass Service; and
(d) 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.
8.2 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 8.1 (Your Default):
(a) 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);
(b) 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
(c) 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.
9. Our fees
9.1 In consideration of us providing the SDLT Compass Service you must pay the following fees in accordance with this clause 9:
(a) our audit trail fee (Audit Trail Fee) upon your first downloading or printing of the audit trail concerned from our SDLT Compass Service. Please note, you will not be charged again to download or print the same audit trail.
9.2 The Audit Trail Fee is the price quoted on our Site at the time you print or download your audit trail.
9.3 You warrant that each Authorised User has actual authority to incur the Audit Trail Fees on your behalf by initiating their first downloading or printing of the audit trail concerned.
9.4 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 9.7 for what happens if we discover an error in the price of the SDLT Compass Service you want to subscribe to or the price of the audit trail.
9.5 We reserve the right to increase the Audit Trail Fee on an annual basis with effect from each yearly anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
9.6 Our Audit Trail Fee are inclusive of VAT.
9.7 It is always possible that, despite our reasonable efforts, the SDLT Compass Service on our Site may be incorrectly priced. Where the correct price for the SDLT Compass Service is less than the price stated on our Site, we will charge the lower amount and if the correct price for the SDLT Compass Service is higher than the price stated on our Site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to subscribe to the SDLT Compass Service at the correct price or cancelling your order to subscribe to the SDLT Compass Service. We will not process your order to subscribe to our SDLT Compass Service until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order to subscribe to our SDLT Compass Service as cancelled and notify you in writing. However, if we mistakenly accept and process your order to subscribe to our SDLT Compass Service where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the SDLT Compass Service and refund you any sums you have paid.
10. How to pay
10.1 By completing a calculation or downloading or printing the audit trail concerned, you agree to pay the applicable Audit Trail Fee Every seven-days we will send you a disbursement fee invoice of all Audit Trail Fees payable in respect of audit trails you have downloaded or printed for the first time. You shall pay such disbursement fee invoice within seven days of the date of the invoice concerned.
10.2 You can pay for the SDLT Compass Service using a debit card or credit card. We accept the following cards:
Visa, Mastercard, American Express.
10.3 You can also pay by direct debit. Your designated bank account will be charged for the Subscription Fees when we accept your order to subscribe to our SDLT Compass Service and will also be automatically charged at the beginning of each Renewal Period. Payment for Audit Trail Fee will be taken on the date set out in your disbursement fee invoice.
10.4 Where you are downloading or printing an audit trail, 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.
10.5 All amounts and fees are payable in pounds Sterling and are, unless otherwise expressly stated in these Terms, are non-cancellable and non-refundable.
10.6 (a) 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 10.7 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
(b) we may suspend your access to our SDLT Compass Service without notice.
10.9 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).
11.1 If a problem arises or you are dissatisfied with the SDLT Compass Service, we have a comprehensive complaints policy.
12. Intellectual property rights
12.1 All intellectual property rights in or arising out of or in connection with the SDLT Compass Service will be owned by us.
12.2 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. You may not sub-license, assign or otherwise transfer the rights granted in this clause 12.2.
12.3 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.
13. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
13.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
13.2 Subject to clause 13.1, 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):
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information; and
(f) loss of or damage to goodwill.
13.3 Subject to clause 13.1, 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:
(a) 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
(b) the amount paid by our professional indemnity insurer following a successful claim in respect of the liability in question.
13.4 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.
13.5 This clause 13 will survive termination of the Contract.
14.1 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 14.2.
14.2 We each may disclose the other’s confidential information:
(a) 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
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
15.1 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:
(a) 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;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) 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;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e) 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.
15.2 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
15.3 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.
16. Events outside our control
16.1 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).
16.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) 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.
16.3 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.
17. Communications between us
17.1 When we refer to “in writing” in these Terms, this includes email.
17.2 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.
17.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) 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
(c) if sent by email, at 9.00 am the next Working Day after transmission.
17.4 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.
17.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
18.1 Assignment and transfer.
(a) We may assign or transfer our rights and obligations under the Contract to another entity; and
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
18.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
18.3 Waiver. 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.
18.4 Severance. 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.
18.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
18.6 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.