TAXO’D LIMITED – SERVICES TERMS AND CONDITIONS
Summary of your key rights if you are a consumer – If you are a consumer, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 state that in most cases you can cancel your contract with us within 14 days. If you ask us to provide services to you within this time, you may be charged for what you have used. You also have rights under the Consumer Rights Act 2015, for example we must provide services to you with reasonable care and skill. We must provide you with services that comply with your legal rights. This is just a summary of some of your key rights, for detailed information from Citizens Advice please visit www.citizensadvice.org.uk or call 03444 111 444. The information in this summary is not intended to replace the terms below which you should read carefully.
1. Who we are
1.1. This service is operated by Taxo’d Limited (“we”, “us” or “our”). We are a company registered in England and Wales under company number 09397096 and have our registered office at The Courtyard, 37 Sheen Road, Richmond, TW9 1AJ. TAXO’D’s agent reference number with the Financial Conduct Authority (FCA) is 840818
1.2. You can contact us by emailing email@example.com
1.3. TAXO’D is the agent of TrueLayer Limited, a company registered in England and Wales with the number 10278251and can be contacted at 3rd floor, 1 Harwick Street, London, United Kingdom, EC1R 4RB which is authorised and registered as a payment institution by the FCA. (Reference number: 793171)
1.5. For complaints relating to the provision of account information services, you can contact TrueLayer directly emailing firstname.lastname@example.org
1.6. Should you wish to raise a complaint in relation to the service with your ASPSP or your provider, please refer to the complaints policy of your ASPSP and/ or Provider. You have the right to raise complaints with the Financial Ombudsman Service and with TrueLayer, where your provider is an appointed agent of Trulayer.
2. These terms and conditions
2.2. If you buy Services from us you agree to be legally bound by our T&Cs so it is your responsibility to familiarise yourself with them. If you have any questions about our T&Cs please let us know as soon as possible by emailing email@example.com.
2.3. We reserve the right to change our T&Cs from time to time in accordance with clause 21 below.
3. Key information we have to give you
3.1. By law, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 state that we must give you certain key information before a legally binding contract between you and us is made. This key information is set out in our T&Cs and on the Site and includes: the main characteristics of our services; your obligations in relation to our services (for example your payment obligations); your rights (including your cancellation rights); and our contact details in case you need to get in touch with us for any reason. The key information we give you by law forms part of our contract with you (as though it were set out in full here).
3.2. If we have to change any key information once a legally binding contract between you and us is made, we can only do this if you agree to it.
4. Our Services, Applications and Documentation
4.1. The Services we offer, together with the prices for these, are set out on the Site. The Services may change from time to time so please check the Site to make sure you are aware of the Services we offer.
4.2. We may make certain software or applications (together our “Applications”) available to you as part of the Service. Where relevant, we may also provide documents or other information in whatever media, including electronically, (the “Documentation”) to accompany the Services or Applications and help you get proper use out of them.
4.3. We shall ensure that the Services and any Applications or Documentation are provided with the degree of skill, care, prudence, efficiency, foresight and timeliness as would be reasonably expected of somebody in our position providing services similar to the Services.
4.4. Subject to your compliance with our T&Cs, we grant to you a non-transferable, non-exclusive licence to use the Site, together with applicable Applications and Documentation, to the extent necessary for you to receive the benefit of the Services in accordance with these T&Cs.
4.5. You are responsible for making all arrangements necessary for you to have access to the Services, including checking the compatibility of the Site and any Applications with the hardware and software you are using to access them.
4.6. We will try to keep disruptions to a minimum but we may suspend the Site or the Services from time to time to carry out maintenance and support work, and to investigate any unauthorised use in accordance with these T&Cs.
5. Creating an account and ordering Services from us
5.1. In order to use our Services you must create an account on the Site (an “Account”). You can apply to create an Account through the relevant sign-up page on the Site.
5.2. When you apply to create an Account you will also select the Services you wish to order from us. This information will be included in your application to us. You will be required to confirm your acceptance to our T&Cs when you make your application.
5.3. If we accept your application to create an Account and receive Services from us we will email you to confirm this. At this point a legally binding contract will be in place between you and us. It is therefore your responsibility to make sure that the details you submit to us are correct.
5.4. We reserve the right, at our discretion, not to accept an application to create an Account and/or receive Services. This may be due to technical constraints, because you or your business has been banned by us from using the Site or our Services, or for any other reason. If we do not accept your application then no legally binding contract will exist between us, we will not be obliged to provide Services to you and you will not be obliged to pay us.
5.5. If there were any mistakes in the information you provided in your application for an Account these can be corrected by accessing your Account and using the edit functions. If you have difficulty correcting your information please get in touch with us by emailing firstname.lastname@example.org.
5.6. If you apply for an Account on behalf of somebody else, including companies or other individual people (in each case the “Account Holder”), you must be authorised to do so. This means you must have permission to enter into a contract with us on behalf of the Account Holder since the contract will be legally binding on them.
6. Keeping Account details secure
6.1. During the application process you will choose, or be provided with, unique user information (for example a username and password) as part of our security procedures (“Login Information”).
6.2. You agree that you are solely responsible for keeping your Login Information confidential and you warrant (i.e. legally promise) that you will do so. You must not disclose your Login Information to any third party in breach of these T&Cs. If you know or suspect that anyone other than you knows your Login Information you must promptly notify us.
6.3. You acknowledge and agree that you are responsible for all activity carried out on the Site through your Account, and that you will be liable to us for any reasonable costs and expenses incurred by us as a result of any breach of these T&Cs committed through your account.
7. Your use of the Services
7.1. You may use the Site, Services, Applications and Documentation (our “Assets”) provided you do so in accordance with these T&Cs. However, unless we expressly agree otherwise in writing, you may not:
7.1.1. copy, cut and paste, email, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display or sell our Assets (or any part of them) or commercially exploit them in any other way that contravenes these T&Cs;
7.1.2. combine, merge or otherwise permit our Assets (or any part of them) to become incorporated in any other program, nor arrange or create derivative works based on them;
7.1.3. attempt to decompile (as defined in section 50B of the Copyright, Designs and Patents Act 1988) the underlying software (or any part of it) that is used to provide the Services and/or Applications, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988; and
7.1.4. observe, study or test the functioning of the underlying software (or any part of it) that is used to provide the Services and/or Applications, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988.
7.2. You shall use due care and diligence to avoid introducing any software virus or other contaminant (including but not limited to any bugs, worms, logic bombs, trojan horses or any other self-propagating or other such program) into our Assets that may infect or cause damage to any of them, or which may otherwise disrupt the proper use of them by us or by our other customers.
7.3. If we allow you to provide another person with access to your Account or to the Site, Services and Applications, you shall also ensure that such other person shall comply with the above clause and that any use or access by them:
7.3.1. does not exceed your permitted use;
7.3.2. is controlled and/or supervised by you; and
7.3.3. otherwise complies with, and is subject to, these T&Cs.
7.4. We reserve the right to monitor usage of our Services for the purpose of (among others) ensuring compliance with our T&Cs. We may also instruct third parties to conduct such monitoring on our behalf. If any monitoring reveals that you have failed (in our reasonable opinion) to comply with any of our T&Cs we reserve the right, in our sole discretion and without delay, to disable your Account and restrict your access to our Assets.
8. Third party applications and terms
8.1. The Site may from time to time allow integration with third party applications, websites, and services (“Third Party Applications”) to make certain content, products and/or services available to you. These Third Party Applications may have their own terms and conditions of use, privacy policies and/or other applicable terms (“Third Party Terms”) and your use of these Third Party Applications will be governed by, and must be in accordance with, such Third Party Terms.
8.2. You will be required to accept all applicable Third Party Terms. These will be notified to you within the Site and the Services at the point where you first use of the relevant Third Party Application, and thereafter where such Third Party Terms are subsequently updated.
8.3. Any breach by you of any applicable Third Party Terms shall, without limiting any other remedy available to the third party provider, be deemed to be a breach of these T&Cs.
9. Provision of Services and cancellation/termination by you
9.1. Subject to your cancellation rights (for which see clause 10 below), we provide our Services on a monthly subscription basis.
9.2. When we agree to provide Services to you we will do so subject to the following:
9.2.1. you may cancel the Services within the 14-day cancellation period by using the “close my account” option on your Account page, at which point your access to the Services will cease. If so, clause 10 below will apply;
9.2.2. you may cancel the Services at any time after the end of the 14-day cancellation period by using the “close my account” option on your Account page, at which point your access to the Services will cease. If so, no further fees will be billed from you. No refund will be made of any subscription fees already paid by you.
9.2.3. you may terminate your contract with us under clause 18 or clause 21.2 below; and
9.2.4. you may terminate your contract with us immediately at any time by giving us notice in writing if we commit a severe breach of any of our obligations under these T&Cs and, if that breach is capable of remedy, we have failed to remedy that breach within 10 days after receiving written notice from you requiring us to remedy that breach.
9.3. If this contract ends or is terminated in accordance with these T&Cs this will not affect our right to receive any money which you owe to us under this contract.
10. Your right to cancel
10.1. You have a statutory right to cancel your contract with us up to 14 calendar days after the start of it (i.e. the date we accept your application and start providing Services to you) without giving any reason. You can do so by using the “close my account” option on your Account page. If you do so you will be entitled to a full refund of any fees you have paid to us, except where we are allowed to keep such payments in accordance with these T&Cs (for example under clause 10.3 below). Refunds will be made without undue delay using the same means of payment as those used by you for the initial transaction.
10.2. Your right to cancel and receive a refund in accordance with clause 10.1 above expires after 14 days. You may still close your account after this time but you will not be entitled to a refund.
10.3. Under applicable law, we may not supply the Services to you until the 14–day cancellation period is over unless you have asked us to do so. You agree that if you access the Site and use the Services within the 14–day cancellation period you have duly authorised us, for the purposes of applicable law, to provide Services to you during this period. In this situation you still have a right to change your mind and cancel the contract during the 14–day cancellation period, however we will be entitled to charge you for the cost of Services provided up to the time you closed your Account. The amount we charge you will be in proportion to our then current monthly fee.
11. Termination by us
11.1. We may terminate your contract with us immediately at any time by giving you notice in writing (including by email) if you commit a severe breach of any of your obligations under these T&Cs and, if that breach is capable of remedy, you have failed to remedy that breach within 14 days after receiving written notice (including email) from us requiring you to remedy that breach.
11.2. If you are a business, we may also terminate your contract for Services with us immediately if you are subject to an “Insolvency Event” meaning an event where you are unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986) or become insolvent or an order is made or a resolution passed for your administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of your assets or you enter into or propose any composition or arrangement with your creditors generally or any analogous event occurs in any applicable jurisdiction.
11.3. If we terminate your contract for Services with us under this clause 11 your right to access the Services, Applications and/or Documentation under these T&Cs shall terminate immediately.
12. Fees and payment
12.1. The fees for our Services are charged and payable annually on a subscription service period. The amount of our subscription fees and the ways you can pay these are set out on our Site. Our fees are in pounds sterling (£)(GBP) and are inclusive of VAT, sales or other taxes that may apply from time to time.
12.2. The level of our fees may vary from time to time. Please visit the Site to check the rates currently applicable. Changes to your Account could also result in changes to the amount of fees that you need to pay. Any changes will take effect in the billing cycle for the next annual subscription payment due.
12.3. You will be charged once a legally binding contract comes into existence between us (see clause 5 above).
12.4. We will do all that we reasonably can to ensure that all of the information you give us when paying for Services is secure by using an encrypted secure payment mechanism. However, in the absence of negligence on our part, we will not be legally responsible to you for any loss that you may suffer if a third party gains unauthorised access to any information that you give us.
12.5. It is your responsibility to ensure that you have provided us with complete and accurate billing information for paying the subscription fees.
12.6. We shall be under no obligation to provide the Service to you if you fail to pay the subscription fees to us on time. If you fail to pay our fees then we will have the right to disable your Account and restrict your access to the Site and the Services from your next renewal date. We will have no liability to you for any loss or damage arising as a result of any action we take under this clause 12 following your failure to pay our fees.
13. ‘Free trial’ periods
13.1. We may offer ‘free trial’ periods from time to time. We will not charge for use of the Services during a ‘free trial’. However, unless we state otherwise in writing you are only entitled to benefit from one ‘free trial’. If you request more than one ‘free trial' we will be entitled to charge you, and you will be liable to pay, subscription fees for all use of the Service that occurred after the end of the first ‘free trial' period.
13.2. At the end of a ‘free trial’ we will automatically renew your account to a full, paid subscription and charge you subscription fees at the then-current rates unless we have agreed otherwise in writing, or if you have closed your account.
14. Disclaimer and warranties
14.1. The Services are not a substitute for professional accounting advice and any information presented to you through the Service does not constitute, and should not be relied upon as, accounting advice.
14.2. If you are a consumer, you have rights under consumer protection laws (including but not limited to the Consumer Rights Act 2015). We must provide you with services that comply with your legal rights.
14.3. Notwithstanding clause14.2, you acknowledge and agree that:
14.3.1. we are not and cannot be aware of the extent of any potential losses (of whatever nature) resulting from any failure by us to carry out our obligations under this T&Cs;
14.3.2. your use of the Site is dependent on the reliability of the Internet and your use of your own computer system to access the Site;
14.3.3. the Site, Services and/or Applications have not been prepared to meet your individual requirements and that they cannot be tested in every operating environment so as to produce software which is error free or operates without interruption; and
14.3.4. it is your responsibility to ensure the facilities and functions of the Site, Services and Applications meet your requirements.
14.4. We do not warrant or represent that the Site, Services, Applications and Documentation (or any of them) shall be uninterrupted or error free, entirely secure, virus free, or interoperable with third party software or equipment.
14.5. Save to the extent that any exclusion is prohibited or restricted by law (including applicable consumer protection laws), no other representations, warranties or conditions, whether express or implied, beyond those set out in these T&Cs are given or assumed by us in respect of the Site, Services, Applications and/or Documentation. Any such representations, warranties or conditions are hereby excluded. This does not affect your statutory rights.
14.6. Any warranties we do give are subject to you using the Site, Services, Applications and/or Documentation in compliance with these T&Cs, and we shall not be liable under these T&Cs for, or required to remedy, any problem arising from any defect or error wholly caused by:
14.6.1. any use by you which is contrary to these T&Cs; or
14.6.2. any third party software or equipment used in connection with the Site, Services and/or Applications.
15. Ownership and use of your data
15.1. You are solely responsible for the accuracy and reliability of any data entered or uploaded to the Site by you while using the Services (“your Data”).
15.2. You retain ownership of your Data and all rights therein. Nothing in these T&Cs grants us, or transfers to us, any legal rights in your Data other than as necessary for us to process your Data in accordance with our T&Cs, for example to provide you with access to the Site and the Services. Subject to clause 15.3 below, we will only use your Data for these purposes.
15.3. We reserve the right to disclose your Data to law enforcement officials and/or HMRC in the investigation of fraud or other alleged unlawful activities.
16. Ownership and use of our intellectual property rights
16.2. This Site and all Intellectual Property Rights in it are owned by us, our licensors or both (as applicable) and are protected by copyright laws and treaties around the world. We and our licensors reserve all of our (and their) related rights in connection with these T&Cs. This means, for example, that we (and they) remain owners of the Intellectual Property Rights in the Site and are free to use them as we (and they) see fit.
16.3. Nothing in these T&Cs grants you any legal rights in the Site other than as necessary to enable you to access the Site and use the Services, and any further or additional use is strictly prohibited unless you have our prior written permission.
16.4. You agree not to adjust, circumvent (or attempt to circumvent) or delete any copyright notices, digital rights or other security technology embedded or contained within the Site.
16.5. If you copy, download or otherwise acquire any part of the Site in breach of these T&Cs your right to use the Site and the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
17. Compliance with applicable law
17.1. References in these T&Cs to “Applicable Law” mean any and all applicable laws, statutes, orders, rules, treaties, decree, regulations, directives, edicts, bye-laws, schemes, warrants, other instruments made under or to be made under any statute, any exercises of the royal prerogative and codes of conduct and regulatory rules or guidelines, whether local, national, international or otherwise existing from time to time, together with any other similar instrument having legal effect in the relevant circumstances.
17.2. We shall provide our Assets in accordance with Applicable Law to the extent that such Applicable Law applies to us, for example where it is general in nature or affects or relates to supply of the Services.
17.3. You shall use our Assets in accordance with Applicable Law to the extent that such Applicable Law is specific to you.
18. Events beyond our control
18.1. Our provision of the Services might be affected by events beyond our reasonable control, including (but not limited to) breakdown of systems or network access; strikes, lock-outs or other industrial disputes; or flood, fire, explosion, accident or natural disaster. If so, there might be a delay before we can start/restart the Services
18.2. We will make reasonable efforts to limit the effect of any of these events and will do our best to keep you informed of the circumstances so we can restart the Services as soon as these events have been rectified.
18.3. Notwithstanding the above clauses, we shall have no liability to you for any breach of these T&Cs caused by any event or circumstance beyond our reasonable control. However, if such an event or circumstance prevents us from providing the Services to you for a continuous period of more than thirty (30) days, then we will not charge you in respect of that 30-day period and you may cancel your contract by using the “close my account” option on your Account page.
19. Limits on our liability
19.1. This section restricts the extent to which we are liable for any losses which may be suffered by you in connection with your use of the Site and the Services.
19.3. Subject to clause 19.2, and to the extent permitted by law, we exclude all conditions, warranties and/or representations, whether express or implied, which may apply to our Assets.
19.4. Subject to clause 19.2, we will not be liable to any user of the Site for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable, arising out of or in connection with: (a) use of, or inability to use, the Site; or (b) use of or reliance on any information displayed on the Site.
19.5. Please note that in particular, we will not be liable for: loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.
20. Data protection
20.2. If it is necessary for us to transfer any of your data to any sub-contractor or other third party so that we (or they on our behalf) can properly carry out our obligations under these T&Cs, we will ensure that such third party complies with our obligations relating to data protection.
21. Changes to our T&Cs
21.1. We reserve the right to change our T&Cs from time to time. This may happen for security, legal or regulatory reasons. If we change our T&Cs then the new or additional terms will be posted on our Site. We will also notify you of the changes by email. Any such changes will be effective from the start of your next monthly subscription. You should therefore check this page regularly for any changes to these T&Cs. Your continued use of the Site and our Services will be deemed to constitute acceptance of all of the new terms. These T&Cs may not otherwise be changed without our written consent.
21.2. If you object to any changes or additions to these T&Cs you may cancel your contract by using the “close my account” option on your Account page.
22.1. We will try to resolve any disputes with you quickly and efficiently.
22.2. If you are unhappy with any aspect of the services we have provided to you, including the Services themselves, please contact us as soon as possible by sending an email to email@example.com.
22.3. If you and we cannot resolve a dispute using our internal complaint handling procedure, we will:
22.3.1. let you know that we cannot settle the dispute with you, and
22.3.2. give you certain information required by law about the options available to you.
23.1. These T&Cs are made in the English language only.
23.2. These T&Cs constitute the entire agreement between us and you in relation to the provision of Services and replace and extinguish all prior agreements or arrangements made between us, whether oral or written, in relation to the provision of Services.
23.3. Nothing in these T&Cs shall be deemed to constitute a partnership, or create a relationship of principal and agent between us for any purpose.
23.4. Save as expressly set out herein, for the purposes of the Contracts (Rights of Third Parties) Act 1999, these T&Cs are not intended to and do not give any person who is not a party to them any right to enforce any of their provisions. However, this does not affect any rights or remedy of such a person that exists or is available apart from that Act.
23.5. If any provision (or part of a provision) of these T&Cs is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
23.6. A waiver of any right under these T&Cs is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.
23.7. Unless specifically provided otherwise, rights arising under these T&Cs are cumulative and do not exclude rights provided by law.
23.8. Provisions which by their terms or intent are to survive termination of these T&Cs will do so.
24. Governing law