Terms and Conditions

Terms and Conditions of use

These Terms and Conditions (the “Conditions”) regulate the use by you (“User”, “you”, “your”) of proprietary tax planning software, ‘Tax Torch’ (the “Platform”) owned by Tax Torch Limited, a company incorporated in Scotland with company number SC694762 and having its registered address at 194 Quarry Street, Hamilton, Scotland, ML3 6QR (“Tax Torch”).  By using the Platform, you acknowledge and accept that you have read and understood these Conditions and that you agree to be bound by the terms herein.

1. Definitions and interpretationsome text
   1. Definitions

In these Conditions, the following words and expressions have the following meanings:

“Client” means a client of the Customer;

“Customer” means the entity who has entered into the Software Licence Agreement for the use of the Platform; 

“Data Protection Laws” means:

1. General Data Protection Regulation, Regulation (EU) 2016/679 as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or a part from time to time);
2. the Data Protection Act 2018;
3. any laws which implement or supplement any such laws; and
4. any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

“Deliverables” means all ancillary documentation and resources in any form accessed on or provided in connection with your use of the Platform including but not limited to manuals, support materials and training resources, downloadable files and externally generated reports;

“Intellectual Property Rights” means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:

1. whether registered or not;
2. including any applications to protect or register such rights;
3. including all renewals and extensions of such rights or applications;
4. whether vested, contingent or future; and
5. wherever existing;

“Permitted Purpose” means the internal business purpose of the Customer including provision of tax services to the Customer’s Clients;

“Personal Data” has the meaning given in applicable Data Protection Laws from time to time;

“processing” has the meaning given in applicable Data Protection Laws from time to time (and related expressions, including “process”, “processed” and “processes” shall be construed accordingly);

“Software Licence Agreement” means the agreement entered into by the Customer and Tax Torch under which the User’s access to the Platform is supplied;

“User Data” means any information or content input or uploaded onto the Platform by a User;

1. Clause headings shall not affect the interpretation of these Conditions.
2. Any phrase introduced by the terms “including”, “include”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
3. A reference to a “person” includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
4. Words in the singular include the plural and vice versa;
5. In these Conditions, termination shall mean termination or expiry as appropriate.
6. A reference to writing or written includes email but not fax.

1. Account on the Platformsome text
   1. In order to use the Platform the User shall be registered and have an account name and password to access the Platform.
   2. The User must at all times be an employee, sub-contractor or consultant of the Customer.
   3. You are required to enter certain data such as your full name, your phone number and an email address to register for and access the Platform.  Your email address may not infringe any third party rights or any relevant legal regulations nor may it include any terms which are inflammatory or may offend public decency. You are entirely responsible for ensuring all data entered is full, accurate, complete and in compliance with this clause 2.3.
   4. The Platform uses two factor authentication to enable Users to log into their account securely.  Tax Torch shall not be responsible or liable for any unauthorised access to User accounts arising from the User creating their account with incorrect login details (such as email address or phone number) or from a User’s failure to update this information on their User Account.
   5. You are obliged to keep your login data secure at all times.  You may not transfer or otherwise make available your User account to any third party.  Tax Torch shall not be held responsible or liable for your failure to comply with this clause 2.4.  If Tax Torch is informed or reasonably suspects that your User account is being accessed and/or operated by an unauthorised third party, it reserves the right to suspend your cancel your access to the Platform.
2. Use of the Platformsome text
   1. You may only access and/or use the Platform:some text
      1. for the Permitted Purpose;
      2. in your capacity as and while you are an employee, sub-contractor or consultant to the Customer.
   2. Users may require Clients to update information on the Platform.  Where this is required, Users shall be able to provide the Client with a link via email to enable them to update the required information and have this transferred onto the Platform.  The User who issues the link shall be responsible for ensuring that they are using the correct information to provide the link to the relevant Client and for verifying the accuracy of all information input by the Client, and Tax Torch shall bear no responsibility or liability for the User’s failure to verify the information input by a Client.
   3. Except as expressly permitted under these Conditions or by law, you shall not:some text
      1. use, copy, modify, adapt, correct errors, or create derivative works from, the Platform;
      2. assign, rent, loan, transfer, provide access, sub-license, lease, resell, distribute or otherwise deal in or encumber the Platform;
      3. interfere with any licence key mechanism in the Platform or otherwise attempt to circumvent or interfere with any security features of the Platform or mechanisms intended to limit your use;
      4. attempt to circumvent any security controls or mechanisms;
      5. use the Platform to commit or facilitate fraud or unlawful activity; or
      6. upload onto or use the Platform to distribute any malicious computer data, computer software or viruses;
   4. You shall not upload or input User Data which:some text
      1. has not been provided with the necessary consents of applicable third parties;
      2. infringes the Intellectual Property Rights of Tax Torch or any third party;
      3. is insulting, harassing, defamatory in character or otherwise prejudicial to any person’s rights; or
      4. violates any applicable law.
   5. All User Data entered is at the User’s discretion and risk.  The User shall be solely responsible or liable for their input of User Data on the Platform and use of User Data on the Platform outside of its intended purpose or without the necessary consent of third parties.
   6. If Tax Torch objects to any User Data, you must demonstrate that such User Data is necessary for achieving the Permitted Purpose, and if there is any doubt the relevant User Data must be removed.  Tax Torch reserves the right to remove any User Data which it knows or reasonably suspects violates the terms of these Conditions and may suspend User access to the Platform for non-compliance.
   7. Tax Torch reserves the right to suspend User access to the Platform as required to undertake necessary modifications and updates to the Platform.  Tax Torch shall not be liable for any loss arising in respect of inability to use the Platform during such periods of maintenance.
3. Personal Data on the Platform

Where you input User Data which includes the Personal Data of any third party, you shall comply with all applicable Data Protection Laws in relation to processing such Personal Data.

1. Intellectual Property Rights

You acknowledge that Tax Torch is the owner of all Intellectual Property Rights in the Platform.  Any Intellectual Property Rights in third party software which is integrated with the Platform or otherwise utilised in the provision of the Platform is the property of their respective owners.  By using the Platform, you acknowledge that no Intellectual Property Rights subsisting therein are assigned or otherwise transferred from their respective owners to any other party.

1. Indemnity

You agree to indemnify and hold harmless Tax Torch in respect of any and losses, claims, damages, costs and expenses which Tax Torch incurs directly or indirectly as a result of your use of the Platform other than in accordance with these Conditions and the terms of the Software Licence Agreement.

1. Terminationsome text
   1. Tax Torch reserves the right to suspend or terminate the User’s access and use of the Platform if:some text
      1. the User materially breaches these Conditions;
      2. the Customer breaches the terms of the Software Licence Agreement.
   2. Upon termination of your user account for any reason:some text
      1. any rights granted to you under these Conditions shall cease to be effective;
      2. you must cease all activities authorised to you under these Conditions or the Software Licence Agreement;
      3. you must not represent to any third party that you are using the Platform or offer to provide its functionality to any third party in connection with the Permitted Purpose.
2. Amendments to these Conditions

Tax Torch reserves the right to amend these Conditions at any time.  If Tax Torch amends these Conditions, it shall notify the User in writing of this and/or insert a statement to this effect on the Platform.  If the User makes use of the Platform following any amendment to these Conditions, this shall be deemed as the User’s acceptance of the terms of the updated Conditions and you agree to be bound by the updated Conditions.

1. Governing law and jurisdictionsome text
   1. These Conditions are governed by and interpreted in accordance with the laws of Scotland.
   2. Any action, claim, dispute, or proceeding initiated in respect of these Conditions shall be subject to the exclusive jurisdiction of the Scottish courts.