General Terms and Conditions

TaxCalc Terms & Conditions of Sale

1 About these Terms and Conditions

1.1 In these terms and conditions, the terms "we" and "us" mean Acorah Software Products Limited, "you" means you the customer and reference to "terms and conditions" means these terms and conditions. These terms and conditions shall (with any EULA where appropriate) constitute the entire contract and agreed terms between us and you for the supply of Products and Services. No other terms and conditions shall apply. These terms and conditions cannot be varied unless we agree in writing or by email.

1.2 In addition to these terms and conditions, the use of Products and Services may also be subject to the terms of an End User Licence Agreement (EULA). If the use of Products and Services are subject to the terms of a EULA, you will be required to agree to the EULA and its terms prior to installation of the Products or commencement of the Service. For the avoidance of doubt, use of a Service or Product is strictly subject to these terms and conditions and any EULA.

In the event of conflict between these general terms and conditions and those contained within the EULA, these terms and conditions shall prevail.

1.3 In these terms and conditions the following expressions shall have the meanings respectively ascribed:

"Contract" means these terms and conditions together with your Order;

"Consumer" means a customer who purchases Products and Services from us otherwise than in the course of business;

"Credit Note" means any Credit Note issued by us to you in respect of a credit against the value of any previously purchased Products or Services;

"Download" means obtaining the Product via download over the internet from the TaxCalc Web Site in accordance with these terms and conditions and any EULA;

"End User Licence Agreement" or "EULA" means a set of additional terms and conditions that apply to your use of the Product or Service that you purchase from us;

"Invoice" means the Invoice issued by us to you for the price paid for the Products and for Services;

"Media-code" means a promotional code that may be advertised in the press from time to time and can be used to obtain a discount on your Order in accordance with these terms and conditions;

"Order" means an order placed by you in accordance with these terms and conditions;

"Product" means any product listed on the TaxCalc Web Site, Software or otherwise, which we agree to supply to you on these terms and conditions and may include Services;

"Product Family" means a range of similar Products that differ in levels of functionality;

"Product Year" means the year in which that Product is intended to be used;

"Professional Product" means a Product that can be used by you to assist you in providing chargeable services to third parties;

"Services" means any chargeable service listed on the TaxCalc Web Site which we agree to supply to you on these terms and conditions;

"Software" means a Product in the form of computer software that is supplied to you in accordance with these terms and conditions;

"TaxCalc Web Site" means our web site for customers, the web address of which is http://www.taxcalc.com;

"Working Day" means a day other than a Saturday, a Sunday, a public holiday in the United Kingdom or any other shut-down period as advertised on the TaxCalc Web Site from time to time.

2 Placing Your Order

2.1 Orders may only be placed by:

2.1.1 creating a personal account on the TaxCalc Web Site, adding Products or Services to your basket and clicking on the appropriate submission button; or

2.1.2 contacting us using the telephone number as displayed on the TaxCalc Web Site between 09:30 and 17:30 GMT on Working Days.

We will accept Orders placed by other means only at our discretion.

Extended office hours may apply during the month of January and you should refer to the TaxCalc Web Site for details.

2.2 any promotional Media-code will only be honoured by us when:

2.2.1 if placing an Order on the TaxCalc Web Site, you enter your Media-code into the "Media-code" field on the "my TaxCalc Order" page and click on the "apply" button prior to submitting your Order; or

2.2.2 if placing an Order by telephone, you quote the Media-code to the telephone operator immediately before informing them of the Products that you wish to Order and in any event, prior to the Order being accepted by the telephone operator.

2.3 Unless otherwise agreed between the parties in writing, all Products and Services must be paid for in full prior to use and no Service or Product shall be made available or Order despatched until cleared payment in full has been made.

2.4 Any Order is strictly subject to these terms and conditions and any EULA and the placing of an Order in accordance with this clause 2 is deemed acceptance of and agreement to these terms and conditions.

3 Prices

3.1 The price that you will pay for the Products or Services will be the price quoted on the "my TaxCalc Order" page on the TaxCalc Web Site, after the application of an entered Media-code, should one apply.

3.2 The price of Products or Services is subject to Value Added Tax and is payable on all Products and Services supplied by us (unless prohibited by law). VAT is calculated with reference to the standard rate of UK VAT.

3.3 In the event that Products or Services are to be posted or delivered, Delivery Costs are payable by you in advance of despatch and details of these costs are set out in your Order. Not all Products may be delivered and are available by Download only.

4 Paying for Your Products

4.1 In Order to pay for your Products using the TaxCalc Web Site, you must have created a personal account with us and be successfully logged in.

4.2 You may pay for your Products by the following methods:

4.2.1 by debit or credit card; or

4.2.2 by electronic payment or wire transfer directly into our bank account; or

4.2.3 by cheque.

4.3 You must pay for your Order in British Pounds Sterling. No other currency will be accepted.

4.4 If you are paying by debit or credit card, you must supply your debit or credit card details when you place your Order. Your card will be charged immediately. We will not despatch or make available for Download any Products until your card issuer has authorised the use of your card for payment of the Products and/or Services Ordered. If we do not receive such authorisation, we will let you know. We reserve the right to verify the identity of the credit card holder by requesting appropriate documentation. We do not retain your debit or credit card details on our system.

4.5 If you are paying by electronic payment or wire transfer directly into our bank account, a "request for payment" document will be made available in your personal account on the TaxCalc Web Site. You will be informed of the bank account name, sort code and account number to make payment to. We will not despatch or make available for Download any Products until your payment has completed the clearing process. You should allow a minimum of three complete Working Days from the date that you instruct your bank to make payment.

4.6 Payment by cheque is only at our discretion and can only be requested by placing your Order by telephone. You will be informed of the account name to make payment to by our telephone operator and a "request for payment" document will be made available in your personal account on the TaxCalc Web Site. We will not despatch or make available for Download any Products until your payment has completed the clearing process. You should allow a minimum of seven complete Working Days from the date that we receive your cheque.

4.7 Our offices may periodically be closed due to holidays, weather conditions or others reasons and information will be provided on the TaxCalc web site. This may affect the processing of manual payments during such periods.

4.8 Once your payment has cleared and been processed by us, you will be issued electronically with an Invoice. You can access your Invoice by logging into your personal account on the TaxCalc Web Site and choosing the "account history" page. We will also send the Invoice and ancillary documentation to you the e-mail address you have provided us with during the personal account creation process. Please note we do not automatically send paper copies of these documents to you and will only agree to do so at our absolute discretion.

5 Delivery of Your Products

5.1 Where applicable, if your Product is to be delivered on CD, we will deliver to the address as shown on your personal account on the TaxCalc Web Site. Products will be despatched using the Royal Mail postal services and sent using first class post. We will not use any other methods to deliver your Product. We cannot track your Products once they have entered the postal system but if you do not receive your CD within seven working days, please contact our sales team using the appropriate telephone number as displayed on the TaxCalc Web Site.

5.2 Our offices may periodically be closed due to holidays, weather conditions or others reasons and information will be provided on the TaxCalc web site. During such periods, we recommend that you download your Product and your CD will be despatched upon our return.

5.3 Please note that title and risk pass on payment. Despatching any Product by Royal Mail or by any other carrier is done so entirely at your risk.

5.4 All Products successfully purchased by you will be made available for Download from the TaxCalc Web Site. You can access the Download by logging into your personal account and selecting the "my products" page.

6 Upgrading

6.1 Some Products sold by us may be capable of being upgraded to more advanced versions from the same Product Family of the same Product Year.

6.2 Under no circumstances can you:

6.2.1 downgrade a Product that has been purchased by you to one with lesser functionality; or

6.2.2 attempt to upgrade from one Product Family to another; or

6.2.3 upgrade a Product from an older Product Year to a one of a later Product Year, for example, upgrading TaxCalc Pro 2008 to TaxCalc Pro Suite 2009.

6.3 Any upgrade is provided strictly on the condition that on receipt of any new licence key, any earlier licence key will be destroyed by you.

6.4 The price paid for an upgrade will be displayed on the Tax Calc Website at the time that it becomes available. It will normally be the difference in the total price of the Product that you are upgrading to, less the price of the original Product that you purchased. However, we reserve the right to change or alter our pricing policies in respect of any upgrade at any time without giving notice.

7 Acknowledgment, Cancellation and Refunds

7.1 You acknowledge and understand that we are not professional advisers for matters of a financial, tax or any other nature. You also acknowledge that it is your responsibility and you agree that you shall be responsible for ensuring that any Product purchased by you is suitable for your requirements and is compatible with your existing IT and other systems, practices (whether personal or business) and business. A request for refund citing unsuitable software will be refunded only at our discretion.

7.2 If you are a Consumer and are not buying Products or Services on behalf of a business, there are certain circumstances in which you may withdraw from the Contract and these are set out here. This right to withdraw does not apply to business buyers.

You may withdraw your Order for Products or Services at any time up to the end of the seventh working day after you have received the Products or your Order for Services is concluded. You do not need to give us any reason for withdrawing your Order nor will you have to pay any penalty.
The only circumstances in which you cannot withdraw your Order are:
1. where you have taken the Products you have Ordered (or the ones in relation to which you want to withdraw) out of the sealed package in which they were delivered; or
2. you have begun to download Software you have ordered from our website; or
3. you have commenced use of Services you have ordered.
To withdraw your Order you must notify us in writing at the following address:

Acorah Software Products Limited
4 King Street Lane
Winnersh
Berkshire
RG41 5AS
If you have received the Products before you withdraw your Order then, unless you have lost your right to withdraw because you have taken the goods out of their sealed package, you must send them back to us at your own cost and risk. If you withdraw your Order but we have already processed the Products for delivery and you have received them, you must not unpack the Products when they are received by you and you must send them back to us at your own cost and risk as soon as possible.
Once you have notified us that you are withdrawing your Order, any sum debited to us from your payment card will be re-credited to your account or, if you have paid by cheque, we will send a cheque to you in each case as soon as possible and in any event within 30 days of your Order PROVIDED THAT the Products in question are returned by you and received by us in the condition they were in when delivered to you.

7.3 Subject to clause 7.2 all refunds are made at our absolute discretion and without prejudice to your statutory rights.

8 How We Will Refund You

8.1 Subject to section 7 above, if we agree to refund you part or the entire original price paid, we shall do so by the following means:

8.1.1 by crediting your debit or credit card if this was the method that you originally paid for your Order; or

8.1.2 by crediting a bank account of your choosing by electronic payment in all other circumstances.

We will process a refund by cheque at our discretion. If you are not a Consumer or have bought Products or Services on behalf of a business, we reserve the right to levy an administrative charge of £12 plus VAT at the applicable rate. No such charge will apply to Consumers.

8.2 At the time of processing the refund, we shall also issue you with a Credit Note. You can access your Credit Note by logging into your personal account on the TaxCalc Web Site and choosing the "account history" page. We will also send the Credit Note to you by e-mail where you have indicated an e-mail address during the personal account creation process. We do not automatically send paper copies of Credit Notes to you and will only agree to do so at our absolute discretion.

9 Use of our Products and Services and Charging Third Parties

9.1 Unless otherwise expressly stated, all intellectual property in the Services, websites, brand names and Products that we offer remain solely vested in us and that the terms of the use of any Product or Service is governed strictly by these terms and conditions and the terms of any EULA. You agree and understand that unless otherwise expressly stated, the Products are licensed strictly on the terms that they are for the personal and private use of the entity to which they are licensed and that unless or otherwise permitted expressly by us, you are not entitled to use any Product to assist you in the charging of third parties for services rendered by you.

9.2 If you are using a Product other than a Professional Product to assist you in the charging of third parties for services rendered by you:

(a) we will immediately cease in the provision to you of any ongoing telephone support; and

(b) we will immediately disable your customer account on the TaxCalc Web Site; and

(c) we reserve the right to pursue you to the fullest extent permitted by law and on a full and effectual indemnity basis for (including but not limited to) all and any costs incurred in respect of remedying your breach of these terms and conditions including taking all steps necessary or incidental to the protection of our intellectual property in any of the Products and Services and to recover all or any economic or consequential loss incurred by us in respect of your breach of these terms and conditions.

10 E-mail and Telephone Support

10.1 Some, but not all, of our Products and Services may include e-mail and/or telephone support for the Product or Service that you have purchased. Where applicable, such support is provided subject to clause 9 above and at our own discretion. The terms and extent of any support shall be determined by us and we reserve the right to vary the extent and nature of support at any time.

10.2 The e-mail and telephone support service shall consist of advice and guidance in relation only to installation and usability issues of our Products and Services.

10.3 In providing e-mail support, we will attempt to resolve your query when you first contact us although we may require additional information from you. We cannot guarantee resolution of your queries.

10.4 We will attempt to resolve your query when you first call us. On occasion, we may need to return your call in order to suggest a solution. We cannot guarantee resolution of your queries.

10.5 The telephone support service is normally available during the hours advertised on the TaxCalc Web Site. Extended office hours may apply during the month of January and you should refer to the TaxCalc Web Site for details. We will endeavour to maintain a reasonable level of support. However, we reserve the right to vary the hours of support we provide at any time and without giving you prior notice.

10.6 The entitlement to support, together with any applicable e-mail address to send correspondence to and telephone number to call are as displayed on the TaxCalc Web Site.

11 Our Liability

11.1 These terms and conditions set out the full extent of our obligations and in respect of the supply of Products, the performance of any Services and the performance of telephone support.

11.2 If you are buying Products and/or Services on behalf of a business and not as a Consumer, save as set out in paragraphs 11.3 to 11.6 below, there are no warranties, conditions or other terms that are binding on us regarding the supply of Products or the provision of Services except as expressly stated in the Contract.

11.3 Any warranty, condition or other term arising out of or in connection with the supply of Products and/or the provision of Services which might otherwise be implied into or incorporated in these terms and conditions, Contract by statute, common law, laws applicable in the country where you purchased the Products or Services or otherwise (including without limitation any implied term as to quality, fitness for purpose, reasonable care and skill) is hereby expressly excluded to the maximum extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.

11.4 Nothing in the Contract shall limit or exclude our liability (i) for death or personal injury caused by our negligence or (ii) for fraud or (iii) any breach of the obligations implied by applicable compulsory national laws as to title or (iv) any liability which cannot be excluded by law.

11.5 Subject to clause 11.4 we will not be liable under the Contract for any loss of income, loss of profits, loss of contracts, loss of data or for any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.

11.6 Subject to clause 11.4 our maximum aggregate liability under the Contract whether in contract, tort (including negligence) or otherwise shall in no circumstances exceed the amount payable by you to us in respect of the Product(s) and/or Services in question.

11.7 This does not affect your statutory rights.

12 Contacting us

12.1 You can contact us:

a) by telephoning us using the number as displayed on the TaxCalc Web Site between 09:30 and 17:30 on Working Days; and

b) by post at the head office address specified in clause 7.2(c) and as displayed on the TaxCalc Web Site.

When contacting us, it will assist us if you can quote your customer account number.

You acknowledge that not all Products and Services have an entitlement to email and/or telephone support. Such entitlements will be displayed on the TaxCalc Web Site.

13 Data Protection

13.1 By placing your Order, you agree and understand that we may store, process and use data collected from you for the purposes of processing your Order. We will protect your information in accordance with our Customer Privacy Policy available at http://www.taxcalc.com/privacy.

14 Circumstances Beyond our Reasonable Control

14.1 We will make every effort to perform our obligations under this Contract. However, we cannot be held responsible for delays or failure to perform if such delay or failure is caused by any circumstance beyond our reasonable control. In the event of a delay, we will perform our obligations as soon as reasonably possible.

15 Governing Law and Jurisdiction

15.1 15.1These terms and conditions together with the terms set out in any EULA shall be governed by the laws of England and Wales and subject to the exclusive jurisdiction of the English Courts.

16 No Waiver

16.1 Neither our failure or your failure to enforce any term of the terms or conditions contained herein, or EULA or Contract constitutes a waiver of such term. Such failure shall in no way affect the right later to enforce such term.

16.2 The invalidity of unenforceability of any provision of the Contract shall not adversely affect the validity or enforceability of the remaining provisions of these terms and conditions, EULA or Contract.