The following Terms of Service (hereinafter referred to as the "Terms") are effective
BETWEEN
(1) Shiraz Consulting. Unit 27 Silicon Business Centre 28 Wadsworth Road Perivale UB6 7JZ
(2) you (the "Licensee").
RECITALS
(A) Shiraz Consulting owns the Shiraz VAT Bridge software and makes it available to subscribers via the internet.
(B) The Licensee wishes to use the Service in its business operations.
(C) These Terms govern the use by the Licensee of Shiraz VAT Bridge Service as currently existing and subsequently enhanced or modified.
1. DEFINITIONS
1.1. In this Agreement the following terms shall have the following meanings:
"Effective Date" is the date that these Terms are accepted by Licensee.
"Fee Period" is the monthly term of service which begins on the "Effective Date" and repeats montly.
"Fees" are the fees payable by the Licensee to Shiraz Consulting for the Service.
"Licensee" is the company, firm, individual or other entity registered and licensed to use the Service.
"Licensee Data" is the data entered by the Licensee, Users, or Shiraz Consulting on the Licensee’s behalf for the purpose of using the Service or facilitating the Licensee’s use of the Service.
"Websites" means the web pages at the URL’s provided by Shiraz Consulting
"Service" is the provision of the Software and related service as available through Shiraz Consulting’s websites
"Software" means the software or any other software provided hereunder.
"Term" means the term set out in clause 11.1.
"Users" are those employees, agents and independent contractors of the Licensee who are authorised by the Licensee to use the Service.
"Virus" means 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.
2. LIMITED LICENCE
Subject to the terms and conditions herein, Shiraz Consulting grants to Licensee a non-exclusive, non-transferable right to permit the Licensee to use the Service during the Term solely for the Licensee’s internal business operations. Each person who accesses the Service must have an individual User name. User names cannot be shared.
3. PROVISION OF SERVICE AND CONTINUITY OF SERVICE
3.1. Shiraz Consulting shall use commercially reasonable endeavours to make sure the Service is available on-line 24 hours per day, seven days a week, for the Term, subject to the following qualifications.
3.1.1. Shiraz Consulting retains the right to take the Service off-line to perform planned and unplanned maintenance of its servers and shall take all reasonable steps to restore service as quickly as possible.
3.1.2. The Licensee acknowledges that the Service will be unavailable from time to time because of the nature of the Internet and agrees that Shiraz Consulting is not responsible for interruptions to the Service caused by third parties.
3.2. Shiraz Consulting will, as part of the Service and at no additional cost to the Licensee, provide the Licensee with Shiraz Consulting’s standard support service as set out in clause 7. Shiraz Consulting may amend the support service policy in its sole and absolute discretion from time to time.
3.3. The Licensee undertakes to:
3.3.1. co-operate with Shiraz Consulting and provide all information necessary under these Terms;
3.3.2. ensure that all authorised users of the Service comply with these Terms;
3.3.3. ensure that its IT network and systems comply with any requirements specified by Shiraz Consulting in any specifications or on Shiraz Consulting’s Websites;
3.3.4. ensure that the number of Users using the Service does not exceed the number of User Subscriptions it has purchased.
3.4. The Licensee shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Service that:
3.4.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
3.4.2. facilitates illegal activity;
3.4.3. depicts sexually explicit images;
3.4.4. promotes unlawful violence;
3.4.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
3.4.6. in a manner that is otherwise illegal or causes damage or injury to any person or property; and Shiraz Consulting reserves the right, without liability or prejudice to its other rights/obligations to the Licensee, to disable the Licensee’s access to any material that breaches the provisions of this clause.
3.5. The Licensee shall not:
3.5.1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:
3.5.1.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
3.5.1.2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
3.5.2. access all or any part of the Service or materials owned by Shiraz Consulting in order to build a product or service which competes with the Service; or
3.5.3. use the Service and/or Shiraz Consulting materials to provide Service to third parties; or
3.5.4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service and/or Shiraz Consulting materials available to any third party except the Users, or
3.5.5. attempt to obtain, or assist third parties in obtaining, access to the Service and/or Shiraz Consulting materials, other than as provided under this clause 3.
3.6. The Licensee shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and, in the event of any such unauthorised access or use, promptly notify Shiraz Consulting.
3.7. The rights provided under this clause 3 are granted to the Licensee only.
4. CONFIDENTIALITY OF DATA
4.1. Both parties acknowledge that:
4.1.1. all information disclosed or made available by one party to the other which is either:
4.1.1.1. marked by the disclosing party as "confidential"; or
4.1.1.2. which is by its nature confidential shall be treated by the other party as confidential; and
4.1.2. information entered into the Software by Users of the Service will be considered to be confidential information.
4.2. A party’s Confidential Information shall not be deemed to include information that:
4.2.1. is or becomes publicly known other than through any act or omission of the receiving party;
4.2.2. was in the other party’s lawful possession before the disclosure;
4.2.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
4.2.4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
4.2.5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
4.3. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
4.4. This clause shall survive the termination of these Terms, however, arising.
5. PERSONAL DATA
In performing this Agreement, Shiraz Consulting shall comply with all UK data protection law and the EU General Data Protection Regulation (GDPR).
6. DATA BACKUPS AND DOWNLOADS
Shiraz Consulting undertakes to ensure that all data used by the Service and hosted in third party UK or USA data centres is backed up as it considers appropriate.
The Licensee acknowledges that it has the ability at any time to print reports containing such data and undertakes to establish its own back up procedures for such data.
Shiraz Consulting shall not be responsible for any loss, destruction, alteration or disclosure of Licensee Data caused by any third party.
The Licensee is solely responsible for maintaining and retaining their accounting and tax records and thus for keeping any records and originals of any data submitted via the Software.
Other than as specified above, Shiraz Consulting takes no responsibility for the retention of any data in, or transmitted through, the Software.
7. SUPPORT
7.1. Shiraz Consulting agrees to provide an email support service during normal business hours UK time (excluding public holidays) for assistance in operating the Software. Shiraz Consulting reserves the right to withdraw support (or to charge for it) in the event that any Licensee makes excessive use of it and/or engages in frivolous requests for support.
7.2. Shiraz Consulting reserves the right to charge for technical support at its standard rates whenever the Licensee is using unsupported hardware or software.
7.3. Shiraz Consulting are not obliged to provide support in respect of: (i) any modification to the Software by any person other than Shiraz Consulting and/or (ii) any use of the Software which is not in accordance with the terms of this Agreement and/or (iii) which arises out of the non-compliance of the Licensee’s IT systems with the requirement set out any technical specifications or on Shiraz Consulting’s Websites.
7.4. For the avoidance of any doubt, Shiraz Consulting standard support does not include any on site support.
7.5. Any additional services to be provided by Shiraz Consulting to the Licensee including, but not limited to training, shall be the subject of separate commercial agreement between the parties.
8. WARRANTIES, LIABILITIES & REMEDIES
8.1. The Software shall substantially comply with any specifications setting out the main functionality of the Software. Apart from this, the Software is provided on an "as is" and "as available" basis and no warranty, express or implied, as to condition, quality, performance, satisfactory quality, merchantability or fitness for purpose of the Software is given and all such warranties are hereby excluded.
8.2. Shiraz Consulting warrants that the Service provided to the Licensee by Shiraz Consulting under these Terms shall be provided with reasonable care and skill.
8.3. The Licensee shall own all right, title and interest in and to all of the Licensee Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Licensee Data.
8.4. Shiraz Consulting does not warrant that the use of the Software will be uninterrupted or error-free.
8.5. Subject to clause 8.6:
8.5.1. in no event shall Shiraz Consulting be liable for:
8.5.1.1. any loss of profits, business, anticipated savings, goods, contract, use, depletion of goodwill or similar losses; or
8.5.1.2. any indirect, special, incidental or consequential loss or damage arising from the supply or use of the Service;
8.5.2. the Licensee’s remedy for any damage or loss in any way connected with the Software, or Service provided by Shiraz Consulting, whether by Shiraz Consulting’s breach of warranty or any breach of any other duty, shall be, in the first instance re-performance of the Services or replacement of the Software; and
8.5.3. Shiraz Consulting’s liability for direct losses arising out of or in connection with these Terms shall in no circumstances exceed the Fees paid to Shiraz Consulting during the Fee term of the Period during any claim.
9. IP OWNERSHIP
The Licensee acknowledges and agrees that Shiraz Consulting owns all intellectual property rights in the Software and related materials. Except as expressly stated herein, these Terms do not transfer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Software and related materials, and all right title and interest remains with Shiraz Consulting.
10. MODIFICATION OF SERVICE
Shiraz Consulting retains the right to modify the Software and/or Service at any time.
11. TERM AND TERMINATION OF THE LICENCE
11.1. This licence shall, unless otherwise terminated as provided in this clause 11, commence on the Effective Date, and continue druring monthly "Fee Periods" during which Shiraz Consulting will provide
the Service for as long as the Service is offered and Licensee pays all sums due to Shiraz Consulting for the Service.
11.2. Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:
11.2.1. the other party fails to pay any amount due under these Terms on the due date for payment; if your proposed payment is not accepted or it becomes apparent to us, that you do not intend
to continue making payments by your selected payment method;
11.2.2. the other party commits a material breach of any other term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
11.2.3. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
11.3. The Licensee shall also be entitled to terminate the Agreement without cause at any time. Shiraz Consulting will cease to offer the service until the end of the current "Fee Period".
11.4. On termination of these Terms for any reason:
11.4.1. all licences granted under these Terms shall immediately terminate;
11.4.2. the Licensee shall return and make no further use of any Shiraz Consulting materials and other items (and all copies of them) belonging to Shiraz Consulting; and
11.4.3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.
12. FEES AND PAYMENT
12.1.1. VAT Bridge is available on a pay-as-you-go basis and no notice for termination is required. The service will be deemd to cease at the end of the current "Fee Period" if the fee is not paid.
12.1.2. The Licensee shall pay the Fees to Shiraz Consulting for the Service and software montly in advance to be made no later than the Montly "Fee Date".
12.1.3. Shiraz Consulting shall be entitled to increase the Fees at the start of each period or upon 30 days prior notice to the Licensee.
13. DISPUTES
Prior to any formal proceedings being commenced in accordance with Clause 19, all disputes between any of the parties arising out of these Terms shall be referred to a designated executive of Licensee and a designated executive of Shiraz Consulting for resolution.
14. ENTIRE TERMS
These Terms constitute the entire agreement between Shiraz Consulting and the Licensee in relation to the licensing of the Software and supersede all prior communications, agreements and proposals whether written or oral in relation to its subject matter.
15. WAIVER
No failure or delay by a party to exercise any right or remedy provided under this Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
16. SEVERANCE
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
17. COUNTERPARTS
These Terms may be executed in counterpart, each of which when executed and delivered shall constitute a duplicate original but all the counterparts shall together constitute the one agreement.
18. FORCE MAJEURE
Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure results from events, circumstances or causes beyond its reasonable control.
19. GOVERNING LAW
All matters arising out of or in connection with these Terms shall be governed by and construed in accordance with the laws of England and Wales and, subject to clause 13, the parties submit to the exclusive jurisdiction of the English courts.