Terms of use

(Last updated May 2018)

By using our Website you agree to these terms, the disclaimers in clause 8 and the limitations on liability in clause 9. Use of our Website includes accessing, browsing, or registering to use our Website.

Please read these Terms of Use carefully before you start to use our Website, as these will apply to your use of our Website. We have the right to update our Website from time to time, and may change the content at any time. However, please note that any of the content on our Website may be out of date at any given time, and we are under no obligation to update it. Please check this page from time to time to take notice of any changes we make, as they are binding on you.

We do not guarantee that our Website, or any content on it, will be free from errors or omissions.

If you do not agree to these Terms of Use, you should not use our Website.

1. Definitions

Agreement: the applicable Order, these Terms of Use, any variations agreed between us and any additional terms notified to you before use of the Services.
Authorised Users: individuals who have paid for the Services or in the case of organisations includes any person in the business unit or units that we have agreed with you is or are to benefit from the licence.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 7.
Data: the data input by you (and anyone authorised by you) for use in conjunction with the Tax Diagnostic Tool.
Hosting Services: the services we provide to allow you to access and use interactive services on our websites.
Licence Fee: the licence fee for the Services to be provided under this Agreement, as specified in the applicable Order.
Licence Period: the period in respect of which a Licence Fee is payable for any Service, as specified in the applicable Order unless the user is a Trial User in which case no fee will be payable.
Order:  the customer order form confirming the services being offered to you subject to these Terms of Use.
Services: includes Hosting Services, the Tax Diagnostic Tool and the provision of a Tax Diagnostic Report as the context requires.
Software: the software provided by us or by our suppliers which enables you to use the Services, including data schemes, data models, databases and the like.
Start Date: the date the Licence Period starts.
Subscriber: members who pay a Licence Fee for the Services.
Tax Diagnostic Tool: the Tax Diagnostic Tool provided by us to you under this Agreement as is specified in the Order.
Tax Diagnostic Report: The report produced upon completion of the Tax Diagnostic Tool.
Trial: Trial Users who access the Website free of charge for a Trial Period only.
Trial Period: the period of the Trial as set out in email correspondence with us.
Trial User: individuals who access the site on a Trial for the Trial Period
Usage Charge the usage charge payable for each use of the Tax Diagnostic Tool as described in clause 3
us, we, our: Diagnostax Limited (Company No. 09960299). Registered in England and Wales. Registered office: 27 Old Gloucester Street, London WC1N 3AX
Website: www.diagnostax.co.uk
you or your: the party entering into an Agreement with us by accepting these Terms of Use.  Where the context so requires, you or your includes your Authorised Users.

 

2.Licence for use

  • Trial Users

In relation to Trial Users only, during the Trial Period you will be expected to complete the Tax Diagnostic Tool with a required number of clients as described in the supporting documentation received on commencement on a Trial. We will monitor usage during the Trial.

Please note this Trial Period is offered to you on the expectation that upon completion you will purchase a licence for the Services and become a Subscriber. We reserve the right to not offer you another free trial, should you decide to not proceed with paying the Licence Fee.

Throughout the duration of the Trial Period, we grant you a non-exclusive licence to use our Website including the Tax Diagnostic Tool for the purpose of evaluating whether you wish to purchase a licence.

  • For Subscribers Only

We authorise you and your Authorised Users to access our Website for which you agree to pay us the Licence Fee. The Licence Fee shall be paid by direct debit which shall be paid in full within 30 days of the date of the invoice.

This Agreement (including the licences hereunder) starts on the Start Date and ends on the first of the following events:

  • the end of the Licence Period (unless we have agreed with you to renew this Agreement; or
  • termination of this Agreement under clause 10.

You may subject to clause 3 below:

  • use the Tax Diagnostic Tool for your own business purposes; and
  • make available to clients, a copy of the Tax Diagnostic Report generated for them by the Tax Diagnostic Tool.
  • Licence for Use of Hosting Services

We hereby grant you subject to these terms a non-exclusive, non-transferable licence to access the Software through the Hosting Services and to use the Software solely for your business purposes (and for the avoidance of doubt, nothing in this Agreement grants to you any rights whatsoever in or relating to the source code of the Software).

You shall not store, distribute or transmit any material through the Hosting Services that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;

You shall not:

  • attempt to duplicate, modify, disclose or distribute any portion of the Software; or
  • attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Software, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
  • use the Software or Hosting Services to provide hosting services to third parties, without our prior written consent; or
  • transfer, temporarily or permanently, any rights or obligations under this Agreement, or
  • attempt to obtain, or assist others in obtaining, access to the Software, other than as provided under this clause.

We confirm we have all the rights in relation to the Software that are necessary to grant all the rights we purport to grant under the terms of this Agreement.

3.Usage fees – subscribers only

  • Each use of the Tax Diagnostic Tool shall be subject to a usage charge as stipulated in the order (“Usage Charge”).
  • Where you are subject to the charges specified in clause 3, we will send you an invoice to confirm the usage and the total amount outstanding. The charges must be paid via direct debit which shall be due in full within 30 days of the date of the invoice. Please note we reserve the right to change the Usage Charge should we decide to do so, we will however notify you of this change 30 days prior to any change coming into force.

4. Your obligations

  • You will take reasonable steps to ensure that you and your Authorised Users comply with these Terms of Use and do not:
  • create, copy, modify, download (save from printing reports) or otherwise reproduce the Tax Diagnostic Tool nor any material relating to part of the Services, except as permitted under this Agreement or authorised by us in writing;
  • make any part of the Tax Diagnostic Tool or of the Services available to anyone, except as permitted under this Agreement or authorised by us in writing;
  • provide us with any Confidential Information for the purpose of a query which might breach any legal or professional duty;
  • in respect of any query raised by you with us, provide any answer by us to a query to any client or permit any client or other third party to be aware of or rely upon our provision of such an answer without the answer first being considered by you using your professional skills, and where adopted by you, being incorporated in to your own advice to your client; or;
  • purport to assign or otherwise dispose of your rights under this Agreement.
  • You will take reasonable steps to ensure that nobody other than Authorised Users accesses the Services using accounts created with your username and password.
  • You acknowledge and agree that we and our licensors own all intellectual property rights in the Software (including the Services). Except as expressly stated in this Agreement, this Agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, Services or any related documentation.
  • You are solely responsible for the appropriate use and adaption of our Website including the Tax Diagnostic Tool for your own use and in your provision of advice and services to your clients.
  • You recognise and accept that in our Tax Diagnostic Tool (including our answers to queries) we are not providing legal or tax advice, and you must inform any individuals using the Services on your behalf that neither us nor our employees are giving legal or tax advice.
  • Subject to Clause 6 (Our obligations), you will defend, indemnify and hold Us harmless against claims, actions, proceedings, losses, damages, expenses and all costs arising out of or in connection with your misuse of the Software or Services, provided that:
  • You are given prompt notice of any such claim;
  • We provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
  • You are given sole authority to defend or settle the claim.
  • You will maintain adequate and appropriate professional indemnity insurance in relation to any professional services you provide.
  • You are responsible for configuring your information technology, computer programmes and platform in order to access the Services. You should use your own virus protection software.
  • In this clause the terms ‘Data’ and ‘Personal Data’ shall have the same meaning as in the Data Protection Act 1998 and any modification or re-enactment thereof. You hereby consent and authorise us to process, use, collect and disclose any of your Data and Personal Data to the extent necessary for carrying out our obligations (and in accordance with our privacy policy) under this Agreement. Pursuant to the foregoing, you confirm you have procured written consent from your clients for us to process, use, collect and disclose their Data and Personal to the extent necessary for carrying out our obligations (and in accordance with our privacy policy) under this Agreement.

5. Linking to our site

  • You may link to our home page of our Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
  • You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our site on any website that is not owned by you.
  • Our Website must not be framed on any other site, nor may you create a link to any part of our Website other than the home page. We reserve the right to withdraw linking permission without notice.
  • If you wish to make any use of content on our Website other than that set out above, please contact info@diagnostax.co.uk
  • Where our Website contains links to other sites and resources provided by third parties, these links are provided for your information only.
  • We have no control over the contents of those sites or resources.

6. Our obligations

  • We warrant that you will not infringe any third party intellectual property rights by using our Website including the Tax Diagnostic Tool or the Software and we will indemnify you against losses, costs or expenses that you may incur as a result of any claim that the use by you of the Tax Diagnostic Tool infringes any patent, copyright, trade mark, database right or intellectual property right, provided that:
  • We are given prompt notice of any such claim;
  • You provide reasonable co-operation in the defence and settlement of such claim, at Our expense; and
  • We are given sole authority to defend or settle the claim.
  • In the defence or settlement of the claim, we may at our discretion obtain for you the right to continue using the Software or the Tax Diagnostic Tool, replace or modify the Software or the Tax Diagnostic Tool so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement without liability to you. We shall have no liability if the alleged infringement is based on:
  • a modification of the Software or the Tax Diagnostic Tool by anyone other than us; or
  • Your use of the Software or Tax Diagnostic Tool in a manner contrary to the instructions given to you by us; or
  • Your use of the Software or Tax Diagnostic Tool after notice of the alleged or actual infringement from us or any other person.
  • The foregoing states your sole and exclusive rights and remedies, and our entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
  • We will take reasonable steps to ensure that Software and data files we supply to you as part of the Service are virus-free.
  • We will use our best endeavours to ensure that your Data is maintained securely and is properly backed-up. In the event of any loss or damage to your Data, your sole and exclusive remedy shall be that we use our best endeavours to restore the lost or damaged Data from the latest back up of such Data. We shall not be responsible for any loss, destruction, alteration or disclosure of your Data caused by any third party (except those third parties sub-contracted by us to perform services related to the Data maintenance and back-up).
  • We will use our best endeavours to ensure that the Services are provided continuously and that access to our website is not interrupted by any event within our control. We will notify you in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom office hours.
  • We undertake no obligation to respond to queries.

7.  Confidentiality

  • Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:
  • is or becomes publicly known other than through any act or omission of the receiving party; or
  • was in the other party’s lawful possession before the disclosure; or
  • is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
  • is independently developed by the receiving party, which independent development can be shown by written evidence; or
  • is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
  • Except where provided for in this Agreement, each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
  • Each party shall use its best endeavours to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed in violation of the terms of this Agreement.
  • Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (except, in our case, those third parties sub-contracted by us to perform services related to the Data maintenance and back-up).
  • You acknowledge that our Confidential Information includes the Software and the Licence Fee.
  • We acknowledge that your Data is your Confidential Information.
  • This clause shall survive termination of this Agreement, however arising.

8. Disclaimer (your attention is drawn to this clause)

  • We give you no warranty or assurance, except as expressly set out in this agreement. We declare and you acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law.
  • Our policy is to conduct our business at all times in a professional manner and to best practice standards. We use our best endeavours to maintain the Tax Diagnostic Tool up to date and to develop our Services to meet subscribers’ needs. However, you should note in particular:
  • The Tax Diagnostic Tool is not intended to constitute a definitive or complete statement of the law on any subject, nor is any part of it intended to constitute legal, accounting, investment or tax advice for any specific situation.
  • We do not undertake any obligation to consider whether the information provided to or by us for the purpose of our Tax Diagnostic Tool (including answering a query) is either sufficient or appropriate for any particular actual circumstances.
  • The Tax Diagnostic Tool may include archived information and resources, which may be incorrect or out of date.
  • We are a provider of the Services. We do not accept any responsibility for action taken as a result of information provided by us. You should take specific advice when dealing with specific situations. The Services are general and educational in nature, may not reflect all recent legal developments and may not apply to the specific facts and circumstances of individual transactions and cases. We do not represent or advise clients in any matter and are not bound by the professional responsibilities and duties of a practitioner. Nothing in the Services or in these Terms of Use nor any receipt or use of such Services, shall be construed or relied on as advertising or soliciting to provide any legal, investment, accounting or tax services, creating any client relationship or providing any legal representation, advice or opinion whatsoever on behalf of us or our staff.
  • We give you no warranty or assurance that the Services and our means of delivering them are compatible with your software or computer configuration.
  • We may change part or all of any Service at our discretion.

9. Liability (your attention is drawn to this clause)

  • This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, contributors, consultants and sub-contractors) to you in respect of:
  • any breach of this Agreement;
  • any use made by you of the Services or the Software or any part of them; and
  • any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this Agreement.
  • Except as expressly and specifically provided in this Agreement and particularly Clause 6:
  • You assume sole responsibility for results obtained from the use of the Software and the Services by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by you in connection with the Services, or any actions taken by us at your direction; and
  • all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
  • Nothing in this Agreement excludes our liability:
  • for death or personal injury caused by our negligence; or
  • for fraud or fraudulent misrepresentation.
  • Subject to Clause 6 and Clause 9:
  • We shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
  • Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to an amount equal to three times the Licence Fee paid (or which would have been paid) for the Services during the 12 months preceding the date on which the claim arose. You acknowledge that this limitation of our liability is reasonable.
  • Under this clause, “our liability” includes that of any company in our group and our and their respective agents, employees, contributors and consultants and sub-contractors, “you” includes any other party claiming through you and “loss or damage” includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Service, whether under this Agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
  • We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this Agreement or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, cyberattacks , breach of security act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.

10. Termination

  • This Agreement will terminate if you or we are in material breach of any of these Terms of Use and if the breach is not remedied within the period of 30 (thirty) working days after written notice of it has been given to the party in breach. If we are in material breach as a result of circumstances within our control, you will be entitled to pro-rata return of the Licence Fee (if the Licence Fee has been paid).
  • Notwithstanding Clause 10, if payment of the Licence Fee or Usage Charge is not made in full by the due date(s), without prejudice to any rights or remedies otherwise available, we reserve the right to (a) charge interest on the outstanding balance of all overdue sums at the Bank of England’s Base Rate per annum; and (b) suspend or withdraw access to each relevant Service(s).
  • On termination of this Agreement for any reason:
  • all licences granted under this Agreement shall immediately terminate;
  • all data belonging to you will be deleted from our system within 30 days of termination;
  • subject to the exceptions in this sub-clause, you will take reasonable steps to delete the Software and the Tax Diagnostic Tool from your electronic media, including your intranet and electronic storage devices so that you no longer have an electronically functional copy of the Software or any part of the Tax Diagnostic Tool; and
  • termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.

11. General provisions

  • The rights provided under this Agreement are granted to you only, and shall not without our prior written consent be considered granted to any subsidiary or holding company. You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement.
  • This Agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
  • Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
  • If any provision (or part of a provision) of this Agreement 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.
  • This Agreement, the Licence Fee invoice and any agreed written record identifying Authorised Users constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. The only remedy available to it for breach of the Agreement shall be for breach of contract under the terms of this Agreement.
    • English law governs this Agreement and the parties submit to the exclusive jurisdiction of the English courts.

Terms of use

(Last updated May 2018)

By using our Website you agree to these terms, the disclaimers in clause 8 and the limitations on liability in clause 9. Use of our Website includes accessing, browsing, or registering to use our Website.

Please read these Terms of Use carefully before you start to use our Website, as these will apply to your use of our Website. We have the right to update our Website from time to time, and may change the content at any time. However, please note that any of the content on our Website may be out of date at any given time, and we are under no obligation to update it. Please check this page from time to time to take notice of any changes we make, as they are binding on you.

We do not guarantee that our Website, or any content on it, will be free from errors or omissions.

If you do not agree to these Terms of Use, you should not use our Website.

1. Definitions

Agreement: the applicable Order, these Terms of Use, any variations agreed between us and any additional terms notified to you before use of the Services.
Authorised Users: individuals who have paid for the Services or in the case of organisations includes any person in the business unit or units that we have agreed with you is or are to benefit from the licence.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 7.
Data: the data input by you (and anyone authorised by you) for use in conjunction with the Tax Diagnostic Tool.
Hosting Services: the services we provide to allow you to access and use interactive services on our websites.
Licence Fee: the licence fee for the Services to be provided under this Agreement, as specified in the applicable Order.
Licence Period: the period in respect of which a Licence Fee is payable for any Service, as specified in the applicable Order unless the user is a Trial User in which case no fee will be payable.
Order:  the customer order form confirming the services being offered to you subject to these Terms of Use.
Services: includes Hosting Services, the Tax Diagnostic Tool and the provision of a Tax Diagnostic Report as the context requires.
Software: the software provided by us or by our suppliers which enables you to use the Services, including data schemes, data models, databases and the like.
Start Date: the date the Licence Period starts.
Subscriber: members who pay a Licence Fee for the Services.
Tax Diagnostic Tool: the Tax Diagnostic Tool provided by us to you under this Agreement as is specified in the Order.
Tax Diagnostic Report: The report produced upon completion of the Tax Diagnostic Tool.
Trial: Trial Users who access the Website free of charge for a Trial Period only.
Trial Period: the period of the Trial as set out in email correspondence with us.
Trial User: individuals who access the site on a Trial for the Trial Period
Usage Charge the usage charge payable for each use of the Tax Diagnostic Tool as described in clause 3
us, we, our: Diagnostax Limited (Company No. 09960299). Registered in England and Wales. Registered office: 27 Old Gloucester Street, London WC1N 3AX
Website: www.diagnostax.co.uk
you or your: the party entering into an Agreement with us by accepting these Terms of Use.  Where the context so requires, you or your includes your Authorised Users.

 

2.Licence for use

  • Trial Users

In relation to Trial Users only, during the Trial Period you will be expected to complete the Tax Diagnostic Tool with a required number of clients as described in the supporting documentation received on commencement on a Trial. We will monitor usage during the Trial.

Please note this Trial Period is offered to you on the expectation that upon completion you will purchase a licence for the Services and become a Subscriber. We reserve the right to not offer you another free trial, should you decide to not proceed with paying the Licence Fee.

Throughout the duration of the Trial Period, we grant you a non-exclusive licence to use our Website including the Tax Diagnostic Tool for the purpose of evaluating whether you wish to purchase a licence.

  • For Subscribers Only

We authorise you and your Authorised Users to access our Website for which you agree to pay us the Licence Fee. The Licence Fee shall be paid by direct debit which shall be paid in full within 30 days of the date of the invoice.

This Agreement (including the licences hereunder) starts on the Start Date and ends on the first of the following events:

  • the end of the Licence Period (unless we have agreed with you to renew this Agreement; or
  • termination of this Agreement under clause 10.

You may subject to clause 3 below:

  • use the Tax Diagnostic Tool for your own business purposes; and
  • make available to clients, a copy of the Tax Diagnostic Report generated for them by the Tax Diagnostic Tool.
  • Licence for Use of Hosting Services

We hereby grant you subject to these terms a non-exclusive, non-transferable licence to access the Software through the Hosting Services and to use the Software solely for your business purposes (and for the avoidance of doubt, nothing in this Agreement grants to you any rights whatsoever in or relating to the source code of the Software).

You shall not store, distribute or transmit any material through the Hosting Services that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;

You shall not:

  • attempt to duplicate, modify, disclose or distribute any portion of the Software; or
  • attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Software, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
  • use the Software or Hosting Services to provide hosting services to third parties, without our prior written consent; or
  • transfer, temporarily or permanently, any rights or obligations under this Agreement, or
  • attempt to obtain, or assist others in obtaining, access to the Software, other than as provided under this clause.

We confirm we have all the rights in relation to the Software that are necessary to grant all the rights we purport to grant under the terms of this Agreement.

3.Usage fees – subscribers only

  • Each use of the Tax Diagnostic Tool shall be subject to a usage charge as stipulated in the order (“Usage Charge”).
  • Where you are subject to the charges specified in clause 3, we will send you an invoice to confirm the usage and the total amount outstanding. The charges must be paid via direct debit which shall be due in full within 30 days of the date of the invoice. Please note we reserve the right to change the Usage Charge should we decide to do so, we will however notify you of this change 30 days prior to any change coming into force.

4. Your obligations

  • You will take reasonable steps to ensure that you and your Authorised Users comply with these Terms of Use and do not:
  • create, copy, modify, download (save from printing reports) or otherwise reproduce the Tax Diagnostic Tool nor any material relating to part of the Services, except as permitted under this Agreement or authorised by us in writing;
  • make any part of the Tax Diagnostic Tool or of the Services available to anyone, except as permitted under this Agreement or authorised by us in writing;
  • provide us with any Confidential Information for the purpose of a query which might breach any legal or professional duty;
  • in respect of any query raised by you with us, provide any answer by us to a query to any client or permit any client or other third party to be aware of or rely upon our provision of such an answer without the answer first being considered by you using your professional skills, and where adopted by you, being incorporated in to your own advice to your client; or;
  • purport to assign or otherwise dispose of your rights under this Agreement.
  • You will take reasonable steps to ensure that nobody other than Authorised Users accesses the Services using accounts created with your username and password.
  • You acknowledge and agree that we and our licensors own all intellectual property rights in the Software (including the Services). Except as expressly stated in this Agreement, this Agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, Services or any related documentation.
  • You are solely responsible for the appropriate use and adaption of our Website including the Tax Diagnostic Tool for your own use and in your provision of advice and services to your clients.
  • You recognise and accept that in our Tax Diagnostic Tool (including our answers to queries) we are not providing legal or tax advice, and you must inform any individuals using the Services on your behalf that neither us nor our employees are giving legal or tax advice.
  • Subject to Clause 6 (Our obligations), you will defend, indemnify and hold Us harmless against claims, actions, proceedings, losses, damages, expenses and all costs arising out of or in connection with your misuse of the Software or Services, provided that:
  • You are given prompt notice of any such claim;
  • We provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
  • You are given sole authority to defend or settle the claim.
  • You will maintain adequate and appropriate professional indemnity insurance in relation to any professional services you provide.
  • You are responsible for configuring your information technology, computer programmes and platform in order to access the Services. You should use your own virus protection software.
  • In this clause the terms ‘Data’ and ‘Personal Data’ shall have the same meaning as in the Data Protection Act 1998 and any modification or re-enactment thereof. You hereby consent and authorise us to process, use, collect and disclose any of your Data and Personal Data to the extent necessary for carrying out our obligations (and in accordance with our privacy policy) under this Agreement. Pursuant to the foregoing, you confirm you have procured written consent from your clients for us to process, use, collect and disclose their Data and Personal to the extent necessary for carrying out our obligations (and in accordance with our privacy policy) under this Agreement.

5. Linking to our site

  • You may link to our home page of our Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
  • You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our site on any website that is not owned by you.
  • Our Website must not be framed on any other site, nor may you create a link to any part of our Website other than the home page. We reserve the right to withdraw linking permission without notice.
  • If you wish to make any use of content on our Website other than that set out above, please contact info@diagnostax.co.uk
  • Where our Website contains links to other sites and resources provided by third parties, these links are provided for your information only.
  • We have no control over the contents of those sites or resources.

6. Our obligations

  • We warrant that you will not infringe any third party intellectual property rights by using our Website including the Tax Diagnostic Tool or the Software and we will indemnify you against losses, costs or expenses that you may incur as a result of any claim that the use by you of the Tax Diagnostic Tool infringes any patent, copyright, trade mark, database right or intellectual property right, provided that:
  • We are given prompt notice of any such claim;
  • You provide reasonable co-operation in the defence and settlement of such claim, at Our expense; and
  • We are given sole authority to defend or settle the claim.
  • In the defence or settlement of the claim, we may at our discretion obtain for you the right to continue using the Software or the Tax Diagnostic Tool, replace or modify the Software or the Tax Diagnostic Tool so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement without liability to you. We shall have no liability if the alleged infringement is based on:
  • a modification of the Software or the Tax Diagnostic Tool by anyone other than us; or
  • Your use of the Software or Tax Diagnostic Tool in a manner contrary to the instructions given to you by us; or
  • Your use of the Software or Tax Diagnostic Tool after notice of the alleged or actual infringement from us or any other person.
  • The foregoing states your sole and exclusive rights and remedies, and our entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
  • We will take reasonable steps to ensure that Software and data files we supply to you as part of the Service are virus-free.
  • We will use our best endeavours to ensure that your Data is maintained securely and is properly backed-up. In the event of any loss or damage to your Data, your sole and exclusive remedy shall be that we use our best endeavours to restore the lost or damaged Data from the latest back up of such Data. We shall not be responsible for any loss, destruction, alteration or disclosure of your Data caused by any third party (except those third parties sub-contracted by us to perform services related to the Data maintenance and back-up).
  • We will use our best endeavours to ensure that the Services are provided continuously and that access to our website is not interrupted by any event within our control. We will notify you in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom office hours.
  • We undertake no obligation to respond to queries.

7.  Confidentiality

  • Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:
  • is or becomes publicly known other than through any act or omission of the receiving party; or
  • was in the other party’s lawful possession before the disclosure; or
  • is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
  • is independently developed by the receiving party, which independent development can be shown by written evidence; or
  • is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
  • Except where provided for in this Agreement, each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
  • Each party shall use its best endeavours to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed in violation of the terms of this Agreement.
  • Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (except, in our case, those third parties sub-contracted by us to perform services related to the Data maintenance and back-up).
  • You acknowledge that our Confidential Information includes the Software and the Licence Fee.
  • We acknowledge that your Data is your Confidential Information.
  • This clause shall survive termination of this Agreement, however arising.

8. Disclaimer (your attention is drawn to this clause)

  • We give you no warranty or assurance, except as expressly set out in this agreement. We declare and you acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law.
  • Our policy is to conduct our business at all times in a professional manner and to best practice standards. We use our best endeavours to maintain the Tax Diagnostic Tool up to date and to develop our Services to meet subscribers’ needs. However, you should note in particular:
  • The Tax Diagnostic Tool is not intended to constitute a definitive or complete statement of the law on any subject, nor is any part of it intended to constitute legal, accounting, investment or tax advice for any specific situation.
  • We do not undertake any obligation to consider whether the information provided to or by us for the purpose of our Tax Diagnostic Tool (including answering a query) is either sufficient or appropriate for any particular actual circumstances.
  • The Tax Diagnostic Tool may include archived information and resources, which may be incorrect or out of date.
  • We are a provider of the Services. We do not accept any responsibility for action taken as a result of information provided by us. You should take specific advice when dealing with specific situations. The Services are general and educational in nature, may not reflect all recent legal developments and may not apply to the specific facts and circumstances of individual transactions and cases. We do not represent or advise clients in any matter and are not bound by the professional responsibilities and duties of a practitioner. Nothing in the Services or in these Terms of Use nor any receipt or use of such Services, shall be construed or relied on as advertising or soliciting to provide any legal, investment, accounting or tax services, creating any client relationship or providing any legal representation, advice or opinion whatsoever on behalf of us or our staff.
  • We give you no warranty or assurance that the Services and our means of delivering them are compatible with your software or computer configuration.
  • We may change part or all of any Service at our discretion.

9. Liability (your attention is drawn to this clause)

  • This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, contributors, consultants and sub-contractors) to you in respect of:
  • any breach of this Agreement;
  • any use made by you of the Services or the Software or any part of them; and
  • any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this Agreement.
  • Except as expressly and specifically provided in this Agreement and particularly Clause 6:
  • You assume sole responsibility for results obtained from the use of the Software and the Services by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by you in connection with the Services, or any actions taken by us at your direction; and
  • all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
  • Nothing in this Agreement excludes our liability:
  • for death or personal injury caused by our negligence; or
  • for fraud or fraudulent misrepresentation.
  • Subject to Clause 6 and Clause 9:
  • We shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
  • Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to an amount equal to three times the Licence Fee paid (or which would have been paid) for the Services during the 12 months preceding the date on which the claim arose. You acknowledge that this limitation of our liability is reasonable.
  • Under this clause, “our liability” includes that of any company in our group and our and their respective agents, employees, contributors and consultants and sub-contractors, “you” includes any other party claiming through you and “loss or damage” includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Service, whether under this Agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
  • We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this Agreement or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, cyberattacks , breach of security act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.

10. Termination

  • This Agreement will terminate if you or we are in material breach of any of these Terms of Use and if the breach is not remedied within the period of 30 (thirty) working days after written notice of it has been given to the party in breach. If we are in material breach as a result of circumstances within our control, you will be entitled to pro-rata return of the Licence Fee (if the Licence Fee has been paid).
  • Notwithstanding Clause 10, if payment of the Licence Fee or Usage Charge is not made in full by the due date(s), without prejudice to any rights or remedies otherwise available, we reserve the right to (a) charge interest on the outstanding balance of all overdue sums at the Bank of England’s Base Rate per annum; and (b) suspend or withdraw access to each relevant Service(s).
  • On termination of this Agreement for any reason:
  • all licences granted under this Agreement shall immediately terminate;
  • all data belonging to you will be deleted from our system within 30 days of termination;
  • subject to the exceptions in this sub-clause, you will take reasonable steps to delete the Software and the Tax Diagnostic Tool from your electronic media, including your intranet and electronic storage devices so that you no longer have an electronically functional copy of the Software or any part of the Tax Diagnostic Tool; and
  • termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.

11. General provisions

  • The rights provided under this Agreement are granted to you only, and shall not without our prior written consent be considered granted to any subsidiary or holding company. You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement.
  • This Agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
  • Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
  • If any provision (or part of a provision) of this Agreement 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.
  • This Agreement, the Licence Fee invoice and any agreed written record identifying Authorised Users constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. The only remedy available to it for breach of the Agreement shall be for breach of contract under the terms of this Agreement.
    • English law governs this Agreement and the parties submit to the exclusive jurisdiction of the English courts.