- 1.1. In this user agreement (“agreement”), “we”, “us” and “our” means PricewaterhouseCoopers LLP of 1 Embankment Place, London WC2N 6RH. “You” and “your” refers to the business, corporation, trust, partnership or other entity which is registered in the United Kingdom that is agreeing to use PwC’s VAT e-Filing Tool(“product”).
- 1.2. You represent that you are authorised to enter into this agreement and agree you will comply with its terms. We may amend the agreement with immediate effect at any time by posting the amended terms on https://makingtaxdigitalforvat.pwc.co.uk (“product website”).
- 1.3. You will be provided with right of access to the product which allows for the electronic filing of VAT returns with HMRC in accordance with the agreement.
2. Access to, use and performance of the product
- 2.2. You must not: (i) infringe our intellectual property rights or those of our licensors; (ii) decompile, decipher, disassemble, reverse engineer or otherwise decrypt the product except to the extent permitted by non-excludable laws; (iii) use the product to provide services to a third party (unless otherwise agreed by us); (iv) allow any third party to obtain a copy of the product, or access or use it or any content obtained from the product; (v) use the software on any unsuitable system; or (vi) duplicate, modify or create a derivative work from the product without our prior written consent.
- 2.3. You will be liable for the acts and omissions of any person you authorise to use the product.
- 2.4. You are responsible for ensuring you have the requisite authority from HMRC to file a VAT return on behalf of the relevant company or entity. This includes, but is not limited to, maintaining an active HMRC account through which the product will connect with the HMRC’s VAT e- filing service.
- 2.5. We may suspend the use of or access to the product or product website from time to time: (i) to perform routine or emergency maintenance; (ii) to implement service changes and upgrades to the product; (iii) to mitigate issues caused by any acts or omissions of third parties or issues with any internet infrastructure; or (v) if the product is, in our opinion, being misused. Any such downtime will be limited to the minimum extent necessary in the circumstances, as determined by us.
- 2.6. We may terminate this agreement and your access to the product (or any part of the product) at any time in our sole discretion without cause and with immediate effect. If you wish to terminate this agreement you will notify us in writing (including email) and the agreement will terminate 7 days from the date of your notice. No fees will be refundable if you chose to terminate the agreement. Upon termination we may destroy or otherwise dispose of any of your content or data relating to the product in our possession.
- 2.7. The product will be based on the law, regulations and guidance applying at the date the product is downloaded. We will not monitor or be responsible for the effects of any subsequent changes in law, regulations or guidance. Refunds will not be given if any change in law or regulation affect the need for the product.
3. Tax Agent Use
- 3.1. If you are accessing the product in your capacity as a tax agent, we grant you access to the product on the basis that our liability is to you alone and we have no liability to your client.
- 3.2. You must: (i) register each entity for which you intend to file a VAT return; (ii) pay all applicable fees for each entity; and (iii) only access the product for the purpose of electronically filing VAT returns for your client and no other use.
- 3.3. You must not: (i) use the product for multiple entities (unless agreed in writing by us); (ii) resell the product to your clients; or (iii) place any trademark or logo on the product or otherwise advertise the product as your product.
- 3.4. You are responsible for your engagement contract with any client, including ensuring that you keep your clients data secure.
4. Your information on the product
- 4.1. You acknowledge that if you input any information into the product or the product website, we will handle it in accordance with the Privacy Statement available on the product website.
- 4.2. You may be able to input data into the product. You will own all right, title and interest in and to all of your data and shall ensure that you have the right to input it into and use it with the product. You grant us a nontransferable, non-exclusive, royalty-free licence to use any data you make available to us for the purpose of providing the product to you.
- 4.3. You are solely responsible for keeping records and the originals of any data submitted via the product and any copies required by you. PwC takes no responsibility for the retention of any data in the product.
- 4.4. You and we will use standard, commercially-available virus-checking software in relation to any data, files or output accessible using the product. You and we confirm all reasonably appropriate technical and organisational security measures are in place in respect of the information held in the product. We give no representation or warranty that the product or its outputs will be free from viruses or other harmful components.
- 4.5. Provided that we comply with our confidentiality obligations, you agree that we may (i) use any information obtained from your use of the product or supplied by you, or anyone else working with or for you for the purposes of improving the product and our services; and (ii) combine your information with information of other parties in order to provide reports and services to other parties.
5. Fees & Subscription
- 5.1. You will pay the initial fee at the time of submitting your registration as set out on the product website.
- 5.2 . The initial term of the agreement begins when we accept your registration and ends at the end of the subscription period you have selected and paid for, unless terminated earlier in accordance with the terms of this agreement or renewed in accordance with clause 5.3.
- 5.3. On the date of renewal, this agreement will be automatically renewed for successive periods of one year until terminated in accordance with this agreement. You must pay the renewal fee by one of the methods set out on the Tariff Page on the date of renewal.
- 5.4 You will pay any taxes, including VAT that are due in relation to the product. You will pay us the full amount of any invoice, regardless of any deduction that you are required by law to make.
6. Confidential information
- We and you agree to use the other’s confidential information only in relation to the performance of its obligations under this agreement, and not to disclose it, except where required by law or regulation or by a professional body of which we are a member. However, we may give confidential information to other PwC firms, subcontractors and IT service providers as long as they are bound by confidentiality obligations. The product, documentation and any access codes we provide under this agreement are our confidential information.
7. Intellectual Property
- You acknowledge that all rights, including all intellectual property rights, title and interest in the product (including the software and the content provided through or on the product or any feedback you give us) belong to and will remain with us (or our licensors) and that you are not acquiring any property rights in the product or any information it contains.
8. Limited Liability
- 8.1. To the extent permitted by law, no warranties, conditions or other terms are implied into this agreement. We do not warrant that the product will: (i) be fit for any particular purpose; (ii) be free of errors or defects, or operate securely, continuously or in an uninterrupted manner; or (iii) result in your compliance with laws, rules or regulations of any government or regulatory authority. We do not warrant that the product or its outputs will meet your requirements. We accept no liability for any consequences in connection with the product being unavailable.
- 8.2. You accept responsibility for: (i) your selection of the product to achieve its intended results and acknowledge that the product has not been developed to meet your individual requirements; and (ii) verifying the accuracy of both the data you input into the product and the output of the product.
- 8.3. You agree that we will not be liable for (i) loss or corruption of data; (ii) loss of profit, goodwill, business opportunity, anticipated savings or benefits; or (iii) indirect or consequential loss.
- 8.4. You agree that our total liability (including interest) for all claims connected with the product or the agreement (including but not limited to negligence) is limited to the fees payable (excluding VAT) under this agreement in the twelve (12) month period preceding the date of the incident giving rise to the liability.
- 8.5. Nothing in this agreement will limit a person’s liability for (i) death or personal injury caused by that person’s negligence, (ii) that person’s fraud or (iii) anything else that cannot by law be limited.
- 8.6. The product is for information only and does not constitute investment, legal, accounting or tax advice, or a representation that any investment or service is suitable or appropriate to your individual circumstances. You should not rely solely on the product when making decisions in relation to your tax compliance decisions and other financial matters, and you should always seek professional advice before making any such decisions.
- 9.1. If a dispute arises, the parties will attempt to resolve it by discussion, negotiation and mediation before commencing legal proceedings.
- 9.2. The agreement and any dispute arising from it, whether contractual or non-contractual, will be governed by English law and be subject to the exclusive jurisdiction of the English courts.
- 9.3. This agreement forms the entire agreement between the parties in relation to the product. It replaces any earlier agreements, representations or discussions.
- 9.4. Unless explicitly stated otherwise, this agreement does not create or confer any rights on third parties under the Contract (Rights of Third Parties) Act 1999 (as amended from time to time).
- 9.5. If any of the provisions of this agreement are found to be invalid, unenforceable or illegal, the other provisions will remain in force.
Licensee: Client Name
Registered Address: Client address
Term: The licence agreement is for the period start date through to end date.
Licence Fee: The licence fee will be £ fee quote plus VAT per annum