TAX COMMUNICATOR

TERMS AND CONDITIONS (subject to finalisation of website and commencement of services)

By accessing our service (the “Service”) in any way and/or completing the registration process, you acknowledge and agree that a legally binding agreement is formed between you and TaxCommunicator and you represent that (i) you have read, understand, and agree to be bound by the Agreement; and (ii) you have the authority to enter into the Agreement personally or on behalf of the company you have named as the user, and to bind that company to the terms of use.  The term “you” or “customer” refers to the individual or legal entity, as applicable, identified as the user when you registered on the website.  

To access the service you must agree to be bound by the Agreement

1.DEFINITIONS
Customer data  means tax data that is downloaded or uploaded by the customer

Effective Date means the earlier to occur of (a) the date that Customer accesses the Service; or (b) the date that Customer clicks the “I Accept” button accompanying this Agreement.

Party means either TaxCommunicator or Customer, and Parties means, collectively, TaxCommunicator and Customer.

TaxCommunicator means the sole trader trading as TaxCommunicator.

Service means download and upload of tax-relevant data 

2. ACCESS TO AND PROVISION OF THE SERVICE
Service Access.  Subject to the terms and conditions of this Agreement, TaxCommunicator hereby grants to Customer a non-exclusive, non-transferable licence, during the term of this Agreement, to use and access the Service, solely in accordance with the published documentation for the Service, for Customer’s own internal-use purposes.  Customer agrees that it will not: (a) permit any third party to access and/or use the Service; (b) rent, lease, loan, or sell access to the Service to any third party; (c) interfere with, disrupt, alter, translate, or modify the Service or any part thereof, or create an undue burden on the Service or the networks or services connected to the Service; (d) reverse-engineer the Service (except to the extent that such restriction on reverse engineering is prohibited by law and then Customer shall provide TaxCommunicator with prompt written notice prior to any such action), or access the Service to build a competitive product or service; or (e) introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Service. Customer will limit access to the Service to its own authorised employees, and will administer account information and passwords accordingly. Service accounts and passwords may not be used by more than one individual user.  TaxCommunicator  reserves the right to terminate any account that TaxCommunicator reasonably determines has been used by an unauthorised third party.  

Service Provision.  During the term of this Agreement, TaxCommunicator will be responsible for hosting, maintaining, and operating the Service (including the web portal through which Customer may access the Service); provided, however, that Customer will be responsible for providing its own web browser software, computers and other client browsing devices, and Internet access.  The Parties acknowledge and agree that, while TaxCommunicator will use commercially reasonable efforts to maintain uptime and availability of the Service web portal that is consistent with good industry practice, the web portal for the Service does not perform mission-critical monitoring functions and is merely a means for delivering reports produced by the Service, and that the continuous or uninterrupted availability of the web portal itself is not essential to the value of the Service.

Ownership.  The Service, all software, algorithms, methodologies, and other technology used by TaxCommunicator to provide the Service, and all intellectual property and proprietary rights in all of the foregoing, is the exclusive property of TaxCommunicator and its suppliers. Customer hereby assigns to TaxCommunicator any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer related to the Service. All rights not expressly granted to Customer are reserved to TaxCommunicator

3.FEES AND PAYMENT
Fees.  In consideration of TaxCommunicator’s performance of the Service, during the Term, Customer shall pay the applicable fees set out.
Payment Terms.  TaxCommunicator shall invoice Customer annually in advance for the use of the Service. Tax Communicator shall be entitled to withhold performance and discontinue access to the Service until all amounts due are paid in full.  TaxCommunicator’s fees are exclusive of all taxes, levies or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on TaxCommunicator’s income.

4.WARRANTY DISCLAIMER
The Service is provided “AS IS,” and TaxCommunicator makes no (and hereby disclaims all) warranties, representations, or conditions, whether written, oral, express, implied or statutory, including, without limitation, any implied warranties of satisfactory quality, title, noninfringement, or fitness for a particular purpose, with respect to the use, misuse, or inability to use the Service (in whole or in part), services provided to Customer by TaxCommunicator
TaxCommunicator does not provide tax, legal or accounting advice. You should consult your own tax, legal and accounting advisors before engaging in any transaction or acting on any information provided via the TaxCommunicator website

5.TERM AND TERMINATION
Term.  This Agreement will enter into effect on the Effective Date and continue for an initial term of one (1) year (the Initial Term).  Upon the expiration of the Initial Term, this Agreement can be renewed .

Termination.  Each Party may immediately terminate this Agreement upon written notice if the other Party has materially breached any provision of this Agreement and failed to cure such breach within thirty (30) days after written notice specifying such breach from the non-breaching Party.

5.LIMITATION OF LIABILITY
In no event shall TaxCommunicator be liable to Customer for any special, indirect, incidental or consequential damages, or any damages or costs due to any direct or indirect loss of profits, data, use or goodwill, personal or property damage resulting from or in connection with this Agreement, the Service, or the use or inability to use the Service, regardless of the cause of action or the theory of liability, whether in tort (including negligence), contract, or otherwise, even if Tax Optimiser has been notified of the likelihood of such damages.

The maximum aggregate liability of TaxCommunicator arising out of or in any way connected to this Agreement whether in contract, tort (including negligence) or otherwise, shall not exceed the fees paid by Customer to Tax Optimiser during the twelve (12) months immediately preceding the first claim to arise under this Agreement.  The existence of one or more claims under this Agreement will not increase TaxCommunicator’s liability. The Parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the Parties.

6.MISCELLANEOUS TERMS
This Agreement and any dispute or claim arising out of it or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England.  Each Party irrevocably agrees that the courts of England have exclusive jurisdiction to any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).  Customer shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Service .
Customer is responsible for updating Customer’s account to provide TaxCommunicator with Customer’s most current e-mail address.  In the event that the last e-mail address Customer have provided to TaxCommunicator is not valid, or for any reason is not capable of delivering to Customer any notices required by this Agreement, TaxCommunicator’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described on the notice.  Any notice provided to TaxCommunicator pursuant to this Agreement should be sent by registered mail to admin@xl-mtd.com
If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.  
Neither Party shall assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other Party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either Party may assign this Agreement in connection with a merger, acquisition, reorganisation or sale of all or substantially all of its assets, or other operation of law, without any consent of the other Party.  This Agreement shall be binding upon the Parties and their respective successors and permitted assigns.  

Any delay in the performance of any duties or obligations of either Party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a strike, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such Party, provided that such Party uses reasonable efforts, under the circumstances, to notify the other Party of the cause of such delay and to resume performance as soon as possible.  
This Agreement is the final, complete and exclusive agreement of the Parties with respect to the subject matter hereof and supersede and merge all prior discussions between the Parties with respect to such subject matter. Each Party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation (whether innocent or negligent), assurance or warranty of any person (whether a party to the Agreement or not) other than as expressly set out in this Agreement.  

No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorised signatory of Customer and an officer of TaxCommunicator