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Legal Notices

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RECENT UPDATES

The End User Licence Agreement has been revised as part of our 2017 policy updates. Please review the EULA in its entirety. Changes include but are not limited to:

GLOSSARY

  •  Additions to Glossary: Anti-Money Laundering Credit, Trial User.
  •  All definitions that were duplicated from T&Cs now solely exist within that document to avoid needless repetition.

1 GENERAL GRANT OF LICENCE

  •  1.1 clarified in relation to the granting of the licence, with 1.1.1 to 1.1.7 added to non-exclusively specify usages of the Software.

3 TERM OF LICENCE (PRACTICE USERS)

  •  3.2.3 inserted to cover usage and expenditure of Anti-Money Laundering Credits and remainder of subsection renumbered.
  •  3.5.1 updated to specify access and location of data.

4 ANTI-PIRACY PROTECTION AND PROVISION OF ACCESS TO THE INTERNET

  •  4.1 updated to specify that the computer limit is defined in the order. 

7 RIGHTS AND LIMITATIONS

  • Subsection 7.3.7 moved to become 7.4 and remainder of Section renumbered.
  • 7.5 reworded to specify Practice users’ limitations on transference of Products with restricted sets of accounts or tax returns. 

8 TERMINATION OF LICENCE

  •  8.1.3 to 8.1.11 added to cover situations beyond bankruptcy.
  •  8.3 has had an example situation regarding credit card denied funds added. 

9 UPDATES

  •  9.2 modified to stress that Customers must ensure their computer hardware has access to the Internet. 

12 INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES, AND ACKNOWLEDGMENT, AND INDEMNITY

  •  12.2.4 A one-week time period requirement has been added to the breach awareness notification.
  •  12.9 added so that AML usage is covered and remainder of Section renumbered.
  •  12.11 to 12.13 added to cover indemnity and Intellectual Property Rights Claims.

19 THIRD PARTY LIBRARIES

  • This Section has been renamed ‘Third Party Libraries’ and the original Sections 19 to 23 named POSTGRES SQL DATABASE MANAGEMENT SYSTEM NOTICE, NOTICE CONCERNING USE OF OPEN SANS FONT, DIVIDEND DATABASE, THIRD PARTY LIBRARIES, NOTICE OF MODIFIED LIBRARY have now been moved into the Section.

(NEW SECTION 20) TRIAL USERS

  • New Section added to cover the specific agreements of Trial Users.

GENERAL

  • Editorial changes for consistency throughout.
  • Clearer cross-referencing notes added throughout.
  • The Section headings now specifically reference Practice or Non-Practice users as appropriate to the Section.
  • Due to the changes in Section 19, the entire EULA from 19 onward has been renumbered.
  • Previous Sections 24) TRANSFER OF RIGHTS AND OBLIGATIONS, 25) NOTICE AND RETURNS, 26) WAIVER, 27) ENTIRE AGREEMENT, 29) ARBITRATION AND MEDIATION, 30) LAW AND JURISDICTION have been deleted and relevant content moved into the T&Cs. This was done to avoid a lot of repetition between the two documents.

END-USER LICENCE AGREEMENT (2017-06-07)

This End-User Licence Agreement (EULA) is a legal agreement made between the user/licensee (You/Your) and Acorah Software Products Limited (ASPL). It sets out the terms and conditions upon which We license our Software for use.

PLEASE READ THE CONTENTS OF THIS EULA CAREFULLY. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING OR UPDATING THE SOFTWARE.

IF YOU DO NOT AGREE WITH THE TERMS OF THIS EULA, DO NOT PROCEED WITH THIS SOFTWARE INSTALLATION OR UPDATE.

In addition to the terms defined in the Terms and Conditions, the following definitions shall have the following meanings:

“Anti-Money Laundering Credit” means a single pre-payment of usage of the Anti-Money Laundering Module, which is consumed at the point a new Incorporation is created within the Software; 

“Credit-based Service" means any Service or Module where consumable credits are purchased as part of the service, for example, Company Incorporator;

"Documentation" means all and any user guides and operating or other similar manuals and/or documentation, provided in hard copy or soft copy, necessary to enable the Customer to make full and proper use of the System or the Service;

“Terms and Conditions” means the Terms and Conditions of Sale that define the purchase of the Product or Service, as advertised on the TaxCalc Website;

“Trial User” means where You are using a trial or demonstration version of the Product and no purchase has been made;

  

1 GENERAL GRANT OF LICENCE

1.1 In consideration of Your agreement to abide by the terms of this EULA, subject to Section 2 or 3 below (as applicable to You) and Section 7, ASPL grants You a worldwide, royalty-free, non-exclusive licence to use the Software in object code form. This includes but is not limited to:

1.1.1 downloading, installing and making use of any portion of the Software;

1.1.2 preparing tax returns;

1.1.3 preparing sets of financial statements;

1.1.4 preparing VAT returns; 

1.1.5 preparing incorporations;

1.1.6 preparing forms for Companies House and/or HMRC;

1.1.7 requesting and storing the results of Anti-Money Laundering checks.

1.2 Where specified, this EULA will detail specific rights or limitations that are dependent upon the type of user that You are hereby identified to being either:

1.2.1  NON-PRACTICE USERS – You have purchased a licence for a Product that is intended to be used by an individual, a trustee or executor in a trust or estate, or an owner of a business trading in the style of a partnership or limited company, all of whom intend to complete their own tax returns and not charge for such on a fee-earning or other commercial basis. 

1.2.2  PRACTICE USERS – You have purchased a licence for a Product that is intended to be used by firms of accountants, bookkeepers, tax advisors, law firms or other finance professionals, specifically with the intention of raising fee income on a commercial basis from clients.

1.3 In all circumstances, this EULA does not give third parties (i.e. a person or business that is not You) any rights to download or install the Software. If You are unsure of Your anticipated deployment of the Software, please discuss this with ASPL first before installing the Software.

1.4 With respect to electronic and other documentation, You may make any number of copies (either in hard copy or in electronic form) provided that such copies are for Your own use and are not republished, redistributed or resold for the benefits of third parties.

 

2 TERM OF LICENCE (NON-PRACTICE USERS)

Section 2 applies to users identified as Non-Practice users only.

2.1 The Software is licensed to You on a perpetual basis.

2.2 This Software is not to be used for any tax preparation or other financial advisory services provided by You to third parties in return for fees

2.3 The Software is capable of producing a particular number of different types of tax return for particular tax years, as advertised on the ASPL website. Your access to same is dependent upon You having purchased an appropriate Product from ASPL. Such Products will provide You with access to at least one series of tax return, each of which will provide You with a limited number of instances of said tax return and all of which being for one particular tax year only.

2.4 Examples:

2.4.1 The TaxCalc 2014 Individual 6 product will provide You with access to six instances of the SA100 Individual tax return for the 2013-2014 tax year only.

2.4.2 The TaxCalc 2013 Individual 6 product will provide You with access to six instances of the SA100 Individual tax return for the 2012-2013 tax year only.

2.4.3 The TaxCalc 2014 Partnership Solo 6 product will provide You with access to one instance of the SA800 Partnership tax return and six instances of the SA100 Individual tax return, both of which for the 2013-2014 tax year only. 

2.5 If You wish to have access to another series of tax return that is not provided by Your Product, You will be required to purchase a Product that includes that series of tax return. A credit against Your original purchase may apply if the Products feature the same tax year. 

2.6 If You wish to have access to another tax year, You will be required to purchase the Product that supports that tax year. No credit will apply if You have not already purchased a product that supports that tax year.

2.7 ASPL may sell add-on modules to the Non-Practice Products, all of which are currently sold on a specific tax year basis. The purchase of a licence of one such add-on module does not mean that it will be accessible for all tax years.

2.8 For Your convenience, add-on modules may be made available to pre-order before they are released and will become active within the Software in due course by means of an update.

2.9 The Terms and Conditions of Sale under which ASPL sells its Products can be found on the ASPL website (www.taxcalc.com).

 

3 TERM OF LICENCE (PRACTICE USERS)

Section 3 applies to users identified as Practice users only.

3.1 The Software is built to support one or more Application Modules that includes, but is not limited to, TaxCalc Accounts Production, TaxCalc Tax Return Production, TaxCalc VAT Filer, TaxCalc Company Incorporator, TaxCalc Companies House Forms, Anti-Money Laundering and TaxCalc Client Hub. The features of Application Modules will be advertised on the TaxCalc website www.taxcalc.com and are made available to You within the Software through the purchase of annual licences of said Products. 

3.2 Access to the functions provided by an Application Module is generally granted on an annual basis. Any other period of licence is granted only at ASPL’s discretion.

3.2.1 The TaxCalc Client Hub, HMRC Forms and TaxCalc Company Incorporator Modules are granted on a perpetual basis once acquired.

3.2.2 Incorporation Credits bought by You are retained on a perpetual basis until consumed.

3.2.2.1 All incorporations require prior purchase of Incorporation Credits from the TaxCalc Website. One Incorporation Credit bought by You is consumed at the point You print or file an incorporation.

3.2.3 Anti-Money Laundering Credits bought by You are retained on a perpetual basis until consumed.

3.2.3.1 All Anti-Money Laundering checks require prior purchase of Anti-Money Laundering Credits from the TaxCalc Website. One Anti-Money Laundering Credits bought by You is consumed at the point You perform an Anti-Money Laundering check.

3.2.4 The Accounts Production Module applies only to a certain ‘allotment’ of clients per year, depending on the specific Product purchased. One ‘allotment’ is consumed at the point when the first accounting period is created for a client in a given year.

3.2.5 The Companies House Forms Module applies only to a certain ‘allotment’ of clients per year, depending on the specific Product purchased. One ‘allotment’ is consumed at the point when the first form is created for a client in a given year. 

3.3 The purchase of a licence for one Application Module (e.g. TaxCalc Accounts Production) does not provide You with a licence for or give You access to another Application Module (e.g. TaxCalc Tax Return Production). In the event that the provision of access to an Application Module or the features contained with an Application Module is provided without the purchase of a licence, it is done so at ASPL’s discretion and may be subject to change.

3.4 To continue or recommence with Your full access to an Application Module after its expiry, You will be required to purchase new annual licences for said Application Module together with any Additional User Licence(s).

3.5 If You fail to purchase a new annual licence for an Application Module:

3.5.1 You will continue to be provided with access to Your data within the Software’s database but You will not be able to create new data or make modifications to existing data; and

3.5.2 certain features and functions of the Software to interrogate or otherwise make use of Your data, such as printing or exporting, will be restricted.

3.5.3 the usage of the Software on our Cloud Connect Service will incur additional Service restrictions in line with Section 4 of the Terms and Conditions of Sale as advertised on the TaxCalc Website. 

3.6 If You have any questions regarding the features or restrictions placed upon any Application Modules, please contact our support team. 

3.7 The Terms and Conditions of Sale under which ASPL sells its Products can be found on the ASPL website (www.taxcalc.com).

 

4 ANTI-PIRACY PROTECTION AND PROVISION OF ACCESS TO THE INTERNET

4.1 The Software can be installed on a set number of computers, as specified in Your order. Subsequent installations that exceed the limit will not function.

4.2 In the event that You wish to transfer the Software to another location, You must first uninstall the Software at a location where it currently operates.

4.3 You must provide Your computer equipment with access to the Internet for the Software to be activated by ASPL and to receive updates.

4.4 You must abide by the limitations set out in Section 7.

4.5 Please contact our support team for advice or assistance in this matter.

 

5 ADDITIONAL USER LICENCES (PRACTICE USERS)

Section 5 applies to users identified as Practice users only.

5.1 Application Modules may be designed to limit access to functionality to a given number of concurrent users or the number of computers upon which the Software may be installed. You may increase the number of concurrent users that can connect to an Application Module or the number of computers upon which the Software can be installed by purchasing Additional User Licences.

5.2 Additional User Licences are granted on the same terms as this EULA save for the termination date of the licence, which shall be set to co-terminate with the expiration of the Application Module to which it relates.

 

6 PROVISION OF COMPUTER NETWORK (PRACTICE USERS)

Section 6 applies to users identified as Practice users only.

6.1 You may operate the Software in either a standalone or network environment. Application Modules may restrict the number of concurrent users that will connect to a central database and/or the number of computers that the Software may be installed upon. You may only alter the number of concurrent users or additional computer installations through the purchase of Additional User Licences.

6.2 To allow multiple connections to a central database, You are required to provide and maintain a computer network that conforms to the specifications as stated in the Software’s documentation or as advertised on ASPL’s website.

6.3 ASPL will only provide support in respect of Your use of the Software. For the avoidance of doubt, this support does not extend to technical support or assistance with the troubleshooting of Your deployment of the Software on Your computer network. In the event that any support is given in this respect, it is done so entirely at ASPL’s discretion.

 

7 RIGHTS AND LIMITATIONS

7.1 Except as expressly set out in this EULA You undertake:

7.1.1 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software; and

7.1.2 not to permit or allow the Software to be downloaded, installed or used by a third party (i.e. a party that is not You or, in the case of Practice Users, is not an employee of Your firm); and

7.1.3 not to disassemble, decompile, reverse engineer, wrap or create derivative works based on the whole or any part of the Software; and

7.1.4 not to attempt to circumvent any mechanisms put in place that would avoid the Software’s anti-piracy or licensing measures or to alter the number of concurrent users able to access the Software and/or its database; and

7.1.5 not to incorporate the Software into training materials to be delivered to a third party (i.e. a party that is not You or, in the case of Practice Users, is not Your employee).

7.2 Provided that You are a subject of the EU, consumers are granted a general right to be able to resell a Software licence to a third party provided that certain conditions are met. The nature of the Software is such that these conditions cannot be met, namely that the Software provides You with the ability to complete a set number of tax returns, which are consumed through Your use of the Software. A licence being resold under EU law must be resold in a full and unconsumed state. The Software does not and cannot provide a facility for You to be able to split and therefore resell any unused tax returns. You therefore have no right to resell the Software to a third party.

7.3 If You are a Practice User and have purchased a licence for a Product that provides an unrestricted number of sets of accounts or tax returns or other unrestricted output, You may resell Your unexpired portion of Your annual licence to a third party provided that ASPL is able to delete it from Your computer systems. If You request a transfer of Your licence to a third party, You accept that:

7.3.1 You are required to give notice of 30 (thirty) days to ASPL, in writing, of to whom You wish to transfer the licence and of the date that the transfer will be made; and

7.3.2 You accept that You will no longer be able to access the Software or utilise any of the data that You have created with the Software; and

7.3.3 representatives of ASPL will be required to attend all of Your premises, in person, to undertake any and all necessary measures to put the Software beyond Your use; and

7.3.4 the third party to whom the transfer is made will only be able to enjoy the Software up to the date of the original licence’s expiry date; and

7.3.5 the terms of this EULA shall be accepted by and govern the usage of the Software by the third party; and

7.3.6 You will be required to cover the cost of each of the activities in Sections 7.3.1 to 7.3.3 inclusive. ASPL will charge a fee of £500 plus VAT per Product per day to You with such amount being payable prior to any action being taken by ASPL. Additional charges may apply, which may include, but are not limited to, preparation time and travel, subsistence and accommodation costs incurred by ASPL’s members of staff.

7.4 The usage of our Cloud Connect Service by transfer of the licence to a third party under Section 7 is restricted.

7.5 Practice Users will not be permitted to transfer (by sale or otherwise) any Products which have a restricted number of sets of accounts or tax returns.

7.6 In the event that You are not a subject of the EU, You have no right whatsoever to transfer, sell or dispose of Your licence to a third party.

 

8 TERMINATION OF LICENCE

8.1 ASPL may terminate this EULA immediately by written notice to You if:

8.1.1 You commit a material or persistent breach of this EULA; or

8.1.2 a petition for a bankruptcy order to be made against You has been presented to the court; or

8.1.3 You suspend, or threaten to suspend, payment of Your debts or are unable to pay Your debts as they fall due or You admit inability to pay Your debts or are deemed unable to pay Your debts within the meaning of section 123 of the Insolvency Act 1986; or 

8.1.4 You commence negotiations with all or any class of Your creditors with a view to rescheduling any of Your debts, or makes a proposal for or enter into any compromise or arrangement with Your creditors other than for the sole purpose of a scheme for Your solvent amalgamation with one or more other companies or Your solvent reconstruction; or

8.1.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with Your winding up other than for the sole purpose of a scheme for Your solvent amalgamation with one or more other companies or Your solvent reconstruction; or 

8.1.6 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over You; or

8.1.7 the holder of a qualifying floating charge over Your assets has become entitled to appoint or has appointed an administrative receiver; or

8.1.8 a person becomes entitled to appoint a receiver over Your assets or a receiver is appointed over Your assets; or

8.1.9 a creditor or encumbrancer of Yours attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of Your assets and such attachment or process is not discharged within 14 (fourteen) days; or

8.1.10 any event occurs, or proceeding is taken, with respect to You in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (a) to subsection (g) (inclusive); or

8.1.11 You suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of Your business.

8.2 Upon termination of the EULA by ASPL for reasons given in Section 8.1 above: 

8.2.1 all rights granted to You under this EULA shall cease; and

8.2.2 all rights granted to ASPL under this EULA shall survive the termination and shall continue to be enforceable; and

8.2.3 You will cease all activities authorised by this EULA; and

8.2.4 You shall forfeit any unused Incorporation Credits. 

8.3 Upon termination for any other reason (for example, if a credit card payment results in denied funds): 

8.3.1 all rights granted to You under this EULA shall cease, save for continued access to Your data as stated in Section 3.5.1 (Practice Users only); and

8.3.2 all rights granted to ASPL under this EULA shall survive the termination and shall continue to be enforceable.

 

9 UPDATES 

9.1 From time to time, ASPL may update the Software, which may include updates to data sets built into the software, such as dividend data. You do not need to have an active licence to receive an update. 

9.2 In order that You can receive any updates, You shall ensure that Your computer hardware has access to the Internet. ASPL will not deliver updates using any other methods other than via the Internet. 

9.3 All updates will be delivered to You automatically upon their release. Where such an update requires the acceptance of a revised EULA, You will be required to agree to such EULA to use the update. 

9.4 If You choose not to install an update, ASPL reserves the right to cease the provision of ongoing support until Your installation of the Software is fully updated.

9.5 It is good practice to take a back up of Your data before running any updates and You are strongly encouraged to do so.

9.6 The usage of our Cloud Connect Service has additional implications in regard to updating, as stipulated in Section 4 of the CSA as advertised on the TaxCalc Website.

 

10 DELIVERY

10.1 The Software, updates and any associated materials are provided in electronic format and delivered as stipulated in Section 5 of the Terms and Conditions as advertised on the TaxCalc Website. Instructions on how to activate Your licence(s) are included in the Software’s documentation.

 

11 INSTALLATION TROUBLESHOOTING

11.1 ASPL will only provide support in respect of Your use of the Software. For the avoidance of doubt, this support does not extend to technical support or assistance with the troubleshooting of Your deployment of the Software on Your computer network. The Software, and its deployment by its installer, is designed to be used in accordance with the methods of installation provided by said installer application. In the event that any support is given to troubleshoot any deviation from how the installer deploys the Software, it is done so entirely at ASPL’s discretion.

11.2 An exception to 11.1 is when the TaxCalc product is installed with the TaxCalc Cloud Connect service. In this specific instance ASPL does extend technical support or assistance with the troubleshooting of the deployment of the Cloud portions of the Software on TaxCalc’s system.

11.3 Any failure of the Software to install or subsequently operate because You have failed to follow the methods of installation provided by the installer will not provide You with any right to a refund.

 

12 INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES, AND ACKNOWLEDGMENT, AND INDEMNITY

12.1 To the extent that You are not a Consumer (a Consumer being a person who is taking a licence of the Software for purposes that are not related to their trade, business or profession) and to the maximum extent permitted by applicable law: 

12.1.1 in no event shall ASPL or its suppliers be liable for any special, incidental, indirect or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Software, the provision of or failure to provide support services, or otherwise under or in connection with any provision of this EULA, even in the event of the fault, tort (including negligence), strict liability, breach of contract, or breach of warranty of ASPL or any supplier, and even if ASPL or any supplier has been advised of the possibility of such damages; and

12.1.2 notwithstanding any damages that You might incur for any reason whatsoever (including, without limitation, all damages referred to above and all direct or general damages), the entire liability of ASPL and any of its suppliers under any provision of this EULA and Your exclusive remedy for all of the foregoing (except for any remedy of repair or replacement elected by ASPL with respect to any breach of ASPL’s obligations) shall be limited to the amount actually paid by You for the Software. The foregoing limitations and exclusions shall apply to the maximum extent permitted by applicable law.

12.2 To the extent that You are a Consumer:

12.2.1 ASPL warrants for a period of 12 (twelve) months from purchase that the Software provides the functionalities as advertised on its website and in any Product documentation (the “agreed upon functionalities”), when used on the recommended hardware configuration and when deployed in the manner provided by the Software’s installer; and

12.2.2 non-substantial variation from the agreed upon functionalities will not establish any warranty rights; and

12.2.3 this warranty does not apply to the Software when used in any trial mode (if provided) or to the extent that the Software fails to perform because You are or have been in breach of this EULA.

12.2.4 To make a warranty claim, You must notify ASPL in writing within 1 (one) week of becoming aware of a breach of warranty. ASPL will then verify with You whether there is a defect in the Software or advise otherwise. If there is a defect in the Software, You may request either a refund or a replacement.

12.2.5 In the event that Your warranty details are substantiated, ASPL will meet Your request for replacement Software or, unless it is not reasonable to do so, ASPL will provide You with a refund.

12.2.6 Please note that the provisions of Sections 12.1.1 and 12.1.2 shall apply to any damages claims that You make in respect of Your use of the Software. However, ASPL shall be liable for direct losses that are reasonably foreseeable in the event of a breach by ASPL of this agreement. For example, if a virus can be shown to have been introduced to Your systems specifically via the medium of ASPL software. You must take all reasonable measures to avoid and reduce damages, in particular by making back-up copies of Your computer data.

12.3 Where You have bought a licence for Software that prepares tax returns:

12.3.1 the Software is intended to assist You in the preparation of tax returns. It does not and cannot verify the accuracy or correctness (including continued correctness) of the material entered by You and/or populated from a database stored within the Software, calculate a tax liability definitively nor assist in the organisation of tax affairs. 

12.3.2 Whilst every reasonable effort has been made to ensure that the personal tax computation, corporation tax computation, illustrations and examples made using the Software are correct, it is Your responsibility to ensure that You are satisfied with them and that any tax form produced on the basis of them accurately and completely reflects income and tax affairs. If You are in any doubt in relation to these matters, You must seek appropriate professional advice.

12.4 Where You have bought a licence for Software that prepares sets of financial statements:

12.4.1  the Software is intended to assist You in the preparation of financial statements for, but not limited to, sole traders, partnerships and limited companies. It will prepare these using relevant GAAP (Generally Accepted Accounting Principles) prevalent at the time. It does not and cannot verify the accuracy or correctness (including continued correctness) of the material entered by You or definitively confirm the correct disclosure of matters within a set of financial statements.

12.4.2  Whilst every reasonable effort has been made to ensure that sets of financial statements are compliant (including iXBRL compliance) for the purposes of reporting to You, Your client, HM Revenue and Customs and Companies House, it is Your responsibility to ensure that You are satisfied with them and that they meet reporting requirements. If You are in any doubt in relation to these matters, You must seek appropriate professional advice. 

12.5 Where You have bought a licence for Software that predicts a future tax liability, You acknowledge that such calculations are based on rates, allowances and rules as published at point of development and are in no way to be construed as to be an entirely accurate calculation of that future tax liability. It is simply a reflection of a likely calculation and should be used solely as a tool for You to see the general impact of different circumstances to Your future tax liability.

12.6 Where You have bought a licence for Software that prepares VAT returns:

12.6.1 the Software is intended to assist You in the preparation and online filing of a VAT returns. It does not and cannot verify the accuracy or correctness (including continued correctness) of the material entered by You and/or populated from a database stored within the Software, calculate a tax liability definitively nor assist in the organisation of tax affairs. The software is incapable of filing the VAT return by paper.

12.7 Where You have bought a licence for Software that prepares incorporations:

12.7.1 the Software is intended to assist You in the preparation of incorporations for, but not limited to, Private Limited by Shares, Private Limited by Guarantee and Limited Liability Partnerships (LLPs).

12.7.2 Whilst every reasonable effort has been made to ensure that incorporations are compliant for the purposes of You, Your client and Companies House, it is Your responsibility to ensure that You are satisfied with a given incorporation and that they meet requirements. If You are in any doubt in relation to these matters, You must seek appropriate professional advice.

12.8 Where You have bought a licence for Software that prepares forms for Companies House and/or HMRC:

12.8.1 the Software is intended to assist You in the preparation and online filing of forms to Companies House and/or HMRC. It does not and cannot verify the accuracy or correctness (including continued correctness) of the material entered by You and/or populated from a database stored within the Software. The software is incapable of filing the form by paper.

12.9 Where You have bought a licence for Software that requests and stores the results of Anti-Money Laundering checks:

12.9.1 the Software is intended to assist You in requesting Anti-Money Laundering checks through communication with Equifax. It does not and cannot verify the accuracy or correctness (including continued correctness) of the material entered by You and/or populated from a database stored within the Software and/or data provided by Equifax.

12.9.2 the Software only stores the results of Anti-Money Laundering checks. It does not store any of the supporting documentation.

12.10 Where You have use of or access to feature or Product labeled, advertised or described as ‘beta’, You acknowledge that the performance or nonperformance of such areas are neither expected nor guaranteed, nor are the that the accuracy or correctness of any output from such areas. You agree to use all such ‘beta’ areas at Your own risk.

12.11  ASPL shall indemnify the Customer against any and all losses, damages, costs and expenses (including without limitation legal fees) which the Customer may sustain or incur in final judgement or agreed binding settlement in connection with any claim by a third party that the supply to, or use by, the Customer of the Software infringes their Intellectual Property Rights ("IPR Claim").

12.12 Liability under the indemnity in Section 12.11 is conditional on the Customer discharging the following obligations. If any third party makes an IPR Claim, or notifies an intention to make an IPR Claim, against the Customer which may reasonably be considered likely to give rise to a liability under the indemnity in Section 12.1 , the Customer shall:

a) promptly, upon becoming aware of any IPR Claim, notify ASPL and provide to ASPL reasonable assistance, at ASPL’s expense, which ASPL may reasonably request in connection with the defence of any such IPR Claim;
b) not make any admission as to liability or compromise or agree to any settlement or any IPR Claim without the prior written consent of ASPL; and
c) give ASPL sole authority to avoid, dispute, compromise or defend the IPR Claim.

12.13 If any IPR Claim is made, ASPL shall at its own expense and sole option either:

12.13.1 obtain for the Customer the right to continue using the Services, ASPL Content, and the Third Party Content in the manner permitted under this EULA; or

12.13.2 modify or replace the infringing part of the Services, ASPL Content, or the Third Party Content so as to avoid the infringement or alleged infringement, without prejudice to the representations and warranties in Section 12.1.

 

13 AADOBE ACROBAT READER

13.1 The versions of the Software that operate on the Mac OS X operating system will use the built in Preview application to render PDF documents.

13.2 In all other versions, the Software requires an installation of Adobe Acrobat Reader in order to provide certain features. Generally, the most recent versions of Adobe Reader are capable of working with the Software and ASPL will provide advice and guidance as to which version of the product should be installed on Your computer hardware.

13.3 ASPL cannot guarantee that other PDF reader application will work with the Software and in the event that You install such an alternative, You agree to accept all responsibility and liability for using such an alternative.

 

14 MICROSOFT OFFICE

14.1The Software requires an installation of Microsoft Office in order to provide certain features. Generally, the Software will support versions of Microsoft Office from version 2007 onward (often via software extensions made available by Microsoft) but it is recommended that You use a more recent version.

14.2 ASPL cannot guarantee that any similar product that is not Microsoft Office will work with the Software, if at all, and in the event that You install such an alternative, You agree to accept all responsibility and liability for using such an alternative.

 

15 ONLINE SERVICES

15.1 In order that a tax return or a VAT return can be filed online to HM Revenue and Customs or a set of limited company financial statements can be filed online to Companies House or an Anti-Money Laundering check be performed through Equifax, You are required to provide a connection to the internet. It is Your sole responsibility to establish and maintain adequate access and to provide and maintain all necessary equipment. 

15.1.1 In order that a company can be incorporated via the Company Incorporator module to Companies House, You are required to provide a connection to the internet for the duration of the process (as well as at the point of submission). It is Your sole responsibility to establish and maintain adequate access and to provide and maintain all necessary equipment.

15.2 HM Revenue & Customs (HMRC) provides a service allowing the filing of certain tax returns online. ASPL does not guarantee:

15.2.1 that HMRC will continue such a service; and

15.2.2 the type of returns that the HMRC service will accept; and

15.2.3 the continuity of the HMRC service.

15.3 ASPL is not in any way responsible for any interference with or interruption to Your use of or access to the HMRC online filing service. ASPL may at any time change or discontinue any aspect of, availability or feature of its online functionality.

15.4 You are responsible for ensuring that the tax returns that You have submitted have been received and accepted by HMRC and, if necessary, for filing the tax returns manually.

15.5 Companies House provide a service allowing the filing of certain Limited Company formats online. ASPL does not guarantee:

15.5.1 that Companies House will continue such a service; and

15.5.2 the formats of Limited Company accounts that the Companies House service will accept; and

15.5.3 the continuity of the Companies House service.

15.6 ASPL is not in any way responsible for any interference with or interruption to Your use of or access to the Companies House online filing service. ASPL may at any time change or discontinue any aspect of, availability or feature of its online functionality.

15.7 You are responsible for ensuring that the any submissions You have made to Companies House have been received and accepted by them and, if necessary, for filing the financial statements manually.

15.8 In the event that ASPL determines to end provision of a Credit-based Service or the provision of a Credit-based Service is transferred to a third party, credit notes will be offered as detailed in the Terms and Conditions of Sale for any unused credits;

15.9 In the event that a necessary third party ends provision of a component of a Credit-based Service (for example, Companies House ceases provision of an online company incorporation function), ASPL will end provision of the affected Credit-based Service and credit notes will be offered as detailed in the Terms and Conditions of Sale for any unused credits; 

15.10 In the event that You decide to end usage of a Credit-based Service, You shall not be reimbursed for any unused credits (such as Incorporation Credits), unless this coincides with a situation as described in 15.8.

 

16 TAXCALC HEALTH CHECK

16.1 During the course of any support request, You may be asked to submit to Us a TaxCalc Health Check. This will generate and send to Us a file of information about Your computer system that will include installation logs, operating system version, installed drivers and other installed applications. This information will be used to help diagnose and remedy any technical issue that You may be experiencing.

16.2 If You are not comfortable with supplying this information, You do not have to use TaxCalc Health Check. However, You should be aware that ASPL's ability to provide any remedy to a technical problem will be limited. Your refusal to provide information to ASPL using TaxCalc Health Check does not constitute a valid reason to request a refund.

16.3 Any information sent to ASPL using TaxCalc Health Check will be treated in accordance with the Privacy Policy as advertised on the TaxCalc Website.

 

17 ADMIN PASSWORD RESET (PRACTICE USERS)

Section 17 applies to users identified as Practice users only.

17.1 The Practice versions of the Products use an account called the "admin" account, which is provided by default and has access to all of the higher functions of the software. When You install the software for the first time, You will be asked if You would like to set a password for this account.

17.2 In the event that You forget or lose the password, You can reset it Yourself using the password reset function. This function will send a reset email to the email address that was used to register Your customer account. Follow the instructions within the email to complete the password reset.

17.3 You can also request that We carry out the reset on Your behalf. In doing so, You can elect to set a new password with Us and it will be transmitted in an encrypted form to Your computer.

17.4 At no stage does ASPL keep a copy of Your password and is unable to retrieve any passwords once they have been set. The reset process is entirely one-way.

17.5 If You have no other users of the Software, You can elect to disable password protection of the "admin" account altogether. Please contact our support team for more information.

 

18 DATA PROTECTION NOTICE

18.1 All data collected by ASPL from the Software will be treated in accordance with our Privacy Policy in instances where ASPL is the data controller and, where You have also agreed to a CSA, Attachment 3 (Data Protection) of the CSA describes the treatment of data where ASPL is the data processor.

18.2 You acknowledge that this Privacy Policy and any applicable CSA provides You with notice of how ASPL may use Your data in relation to the Software.

 

19 THIRD PARTY LIBRARIES

19.1 PostGreSQL Database Management System Notice

19.1.1 In no event shall the University of California be liable to any party for direct, indirect, special, incidental, or consequential damages, including lost profits, arising out of the use of this software and its documentation, even if the University of California has been advised of the possibility of such damage. 

19.1.2 The University of California specifically disclaims any warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. The software provided hereunder is on an “as is” basis, and the University of California has no obligations to provide maintenance, support, updates, enhancements, or modifications.

19.2 Use of Open Sans Font Notice

19.2.1 Licensed under the Apache Licence, Version 2.0 ("Font Licence"). You may not use this font file except in compliance with the Font Licence available at: http://www.apache.org/licenses/LICENSE-2.0

19.2.2 Unless required by applicable law or agreed to in writing, software distributed under the Font Licence is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the Font Licence for the specific language governing permissions and limitations under the Font Licence.

19.3 SIX Telekurs UK Limited Notice 

19.3.1 You acknowledge that the Intellectual Property Rights in respect of the Dividend Database (an add-on to an Application Module or tax-related Product) are owned by SIX Telekurs UK Limited and used by ASPL under licence and that You have no rights to this information other than in the preparation of SA100 and SA800 series returns.

19.3.2 Both ASPL, SIX Telekurs UK Limited and their respective suppliers of information accept no liability for the accuracy, completeness or appropriateness of the financial information supplied, or the services provided, or for the functioning of the Software it puts at Your disposal.

19.3.3 You acknowledge that You are supplied with historical data applicable only to the tax year that Your Software provides.

19.4 PDFium Notice

19.4.1 In developing the Software, We have used the PDFium library for internal PDF rendering and display. Details of the PDFium copyright and licence are as follows:

PDFium is Copyright (c) 2014, PDFium Authors. All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

* Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.

* Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.

* Neither the name of Google Inc. nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.

19.4.2 Disclaimer: THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 

19.5 Qt Notice

19.5.1 Qt is a cross-platform application and UI framework which is licensed under LGPL v2.1, details available here: http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html

19.6 PoDoFo Notice

19.6.1 The PoDoFo library is a free, portable C++ library which includes classes to parse PDF files and modify their contents. PoDoFo is licensed under LGPL, details available here: : http://www.gnu.org/copyleft/lesser.html

19.7 o2 Notice

19.7.1 In developing the Software, We have used the o2 software module in relation to 0Auth. Details of the o2 copyright and licence are as follows:

o2 is Copyright (c) 2012, Akos Polster. All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

 * Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.

 * Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.

19.7.2  Disclaimer: THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

19.8 Qt Installer Framework Notice 

19.8.1 In developing the Software, We have applied patches to correct behaviour with the open source Qt Installer Framework. 

Under the terms of the library’s licence, We hereby provide a link to the package of modified sources here: http://www.taxcalc.com/files/qtSources/modified-libs.7z

19.8.2 The modified library is distributed under the terms of the LGPL, which can be read here: http://www.gnu.org/licenses/lgpl.html

19.8.3 We distribute the link to the patch in the hope that it will be useful to another developer. This is provided “as is” with no express or implied warranty as to fitness for purpose. We provide no support on how to use it and any reliance upon the patched library in Your own work is entirely at Your own risk.

 

20 TRIAL USERS

20.1 Where You are a Trial User and may not have specifically agreed to the Terms and Conditions of Sale, You also agree to the following Sections of the Terms and Conditions of Sale: Sections 6.4 (Updates); 7.1 (Acknowledgment); 9 (Use of Products); 10 (Support), 11 (Liability); 12 (Contacting Us);13 (Data Protection); 14 (Circumstances Beyond Our Control); 15 (Governing Law); 16 (Arbitration/Mediation); 17 (Notices) and 18 (Final Provisions).

 

21 COPYRIGHT

21.1 The Software (including all printed materials and user documentation) is protected by copyright and other intellectual property laws and treaties. ASPL owns the title, copyright and other intellectual property rights to the Software. The Software is licensed to You, not sold.

21.2 TaxCalc and SimpleStep are registered trademarks of Acorah Software Products Ltd. Any other product names, marks, symbols, trade names, company names and/or logos that appear within this Software and related materials are the property of their respective owners and should be treated as such and appear through courtesy of such owners.

Copyright ©2011-2017 Acorah Software Products Limited. All Rights Reserved. 

Portions Copyright ©1996-2010, The PostgreSQL Global Development Group.

Portions Copyright ©1994, The Regents of the University of California.

Portions Copyright ©2014, PDFium Authors.

VAT will be charged to purchases in accordance with the prevailing rules. Copyright © 2017 Acorah Software Products Limited. All Rights Reserved.
TaxCalc, SimpleStep and TaxCalc CloudConnect are registered trademarks of Acorah Software Products Limited. Unauthorised use of these marks is strictly prohibited.
Microsoft, Internet Explorer, Outlook and Windows are registered trademarks of Microsoft Corporation in the United States and/or other countries.
Apple, Mac, Mac OS, OS X and Safari are trademarks of Apple Inc., registered in the U.S. and other countries.
Linux is the registered trademark of Linus Torvalds in the U.S. and other countries.
Our registered office is: Rubra One, Mulberry Business Park, Fishponds Road, Wokingham, RG41 2GY . Registered number 03948264 (England and Wales). VAT number: 855 5726 91.