Terms of Business
Cockerel Software Limited
SDLT.co.uk
TERMS OF BUSINESS
Introduction
We are Cockerel Software Limited and we own and operate SDLT.co.uk. SDLT.co.uk is a web-based service for the submission of SDLT and LTT payments together with similar taxes and charges. When we use the acronym SDLT, we refer not only to Stamp Duty Land Tax itself but also to all other taxes and charges (including LTT) that you may submit from time to time using SDLT.co.uk.
Please read through our Terms of Business so that you understand the terms upon which we deliver our SDLT.co.uk to you.
Cockerel Software Limited is incorporated in England & Wales under registered number 03505184. Our registered office is located at First Floor, Citygate, St. James' Boulevard, Newcastle upon Tyne, Tyne & Wear, NE1 4JE.
1. These Terms of Business
1.1 We are going to use certain phrases repeatedly in this document. Where we do, they will have the meanings set out in this section.
Content
the Forms that are provided as part of SDLT.co.uk;
Credentials
the username and password set up for your Users, who will only be able to access SDLT.co.uk by using Credentials that are current;
Fee
if you are using our Online Managed Service, the standard fee charged for each submission that you complete successfully and if youuse the Native Software, the fees that we charge on a regular basis for the submissions you complete successfully during a specified period of time, with further details of both available here;
Intellectual Property Rights
all intellectual property rights of whatever nature in SDLT.co.uk and the Content, including trade marks, patents, design registrations and copyright, whether such rights are registered or not and including applications for registered rights where those applications have yet to be granted;
Native Software
our software installed locally on your systems and used by you in accordance with the licence that we grant to you under these Terms;
Registration
the process you instigate in forming this contract with us, based on these Terms, and which state continues until your Registration is terminated in accordance with these Terms;
SDLT.co.uk
the SDLT.co.uk service, as provided via www.sdlt.co.uk or software installed on your systems;
Technical Specification
the technical specification of the equipment that you will use to access the Online Managed Service or upon which you will install and use the Native Software, as the case may be, which specification we shall provide on request and subsequently update from time to time;
Terms
these Terms of Business, as amended from time to time and including our Privacy Policy, Terms of Use and the details you provide as part of your Registration;
Transaction Rate
the rate we charge per SDLT submission via SDLT.co.uk, as stated on the Website;
Users
the individuals who use SDLT.co.uk on your behalf;
Website
www.sdlt.co.uk
You
you, our prospective user, or your employer in the event that you are subscribing on behalf of your business rather than as an individual;
1.2 We make reference to various provisions and other types of legislation. Where we do this, the reference includes subordinate legislation made under those provisions and all amendments, modifications and re-enactments together with any new legislation or other provisions that are introduced by Parliament or any other competent authority for the purpose of replacing the provisions that we have referenced here.
1.3 The headings in this document are provided for ease of reference only and do not affect how the Terms are to be interpreted. Use of the singular includes the plural and use of one gender includes the other. When we use the word "including", what follows will not be a comprehensive or definitive list unless we expressly state that to be the case.
1.4 Where we refer to a person, this includes individuals, partnerships, companies of various kinds, government departments or public sector organisations such as NHS trusts and universities and any party of any description that is capable of suing or being sued. We are also referring to the successors, transferees or assignees of any of these parties, at least to the extent that such a transfer or assignment is permitted under these Terms.
1.5 These Terms contain a number of restrictions and obligations. These restrictions and obligations are to be interpreted so as to include an obligation to procure that the thing in question be done or not be done as the case may be and in the case of restrictions, also included is an obligation not wilfully to allow the thing in question to be done.
2. Your Registration
2.1. This document sets out the terms upon which we deliver SDLT.co.uk to you and it applies to all use made of SDLT.co.uk by all our users without exception. If you wish to register with SDLT.co.uk in order to use the service, you must accept these Terms of Business. You can indicate your acceptance of these Terms by checking the box at the end of the Registration form. Your completion of the registration form will also provide you with access to FormEvo, subject only to your acceptance of our Terms of Business for that service.
2.2. Although there are some limited parts of the Website that you can use without registering, if you want to use SDLT.co.uk, you must complete your Registration first. Our contract with you is based on these Terms and the details you provide to us when completing your Registration.
2.3. When you have completed the Registration, you will have formed a legally-enforceable contract with us, either on your own behalf if you are registering as an individual or on behalf of your employer if you are registering on its behalf. Where you register on behalf of your employer, you confirm that you are duly authorised to bind your employer into a contract with us. If you are not appropriately authorised, this contract may, at our option, continue to take effect but the contracting party will be you as an individual and not your employer. You also confirm that you are 18 years of age or over and that you are capable of entering into binding contracts.
2.4. You may decide to set up Users who are not employed by you but whom are operating on your behalf. In such a situation, you remain liable for the acts and omissions of your Users as if they were your own employees and you will remove their Credentials as soon as they cease to act on your behalf.
2.5. You may not transfer or sell your rights under this contract to anybody else nor may you use it as security for anything. The nature of running a service like SDLT.co.uk means that we may, for some reason have to assign our contract with you to another business (for example, as part of a restructure or if SDLT.co.uk is bought by another company) and so we reserve the right to do so should the need arise.
2.6. We may change these Terms from time to time and when we do, we will contact you to you notify you of the changes we have made. If you continue to use SDLT.co.uk after we have sent that notification, you will do so having accepted the new terms. If you do not wish to accept the changes we have made, you may terminate your account with immediate effect.
2.7. You can terminate your Registration at any time. Please see below for details of how to terminate and the consequences thereof.
3. The Service
3.1. You do not have to be legally qualified to use SDLT.co.uk - anybody can use SDLT.co.uk. We do not require that you be a solicitor, a licensed conveyancer, a barrister, a legal executive, a patent attorney, a legal costs draftsman or any other form of legal professional. Whilst we provide some support in the operation of SDLT.co.uk (see below), SDLT.co.uk has been designed on the basis that you have a degree of professional expertise because it is up to you to ensure that submissions are correctly completed.
3.2. Although we will do our best to keep SDLT.co.uk live and functioning correctly at all times, we do not warrant that your access and use of SDLT.co.uk will be uninterrupted and/or error free. Any loss or damage you believe you have suffered because SDLT.co.uk is unavailable is excluded. Any loss or damage you believe you have suffered because SDLT.co.uk the service has in some way malfunctioned shall be limited to the aggregate Fees that you have paid to us in the calendar year ending on the date upon which such malfunction took place, if indeed that is proven to be the case.
3.3. We own all Intellectual Property Rights in SDLT.co.uk (aside from the content generated by the third party systems to which SDLT.co.uk connects) and we confirm that we are free to grant you access to and use of SDLT.co.uk. The Intellectual Property Rights in Third Party content are owned by the respective proprietors thereof. We warrant that we are entitled to licence such Third Party content to you insofar as we provide such content via SDLT.co.uk.
4. The Licence and Your Obligations
4.1. In exchange for your agreement to these Terms and strictly on condition of your payment of the Fees when due, we will, as the case may be, grant you:
4.1.1. access to SDLT.co.uk via our Online Managed Service, or
4.1.2. a non-exclusive licence to use the Native Software
for the purpose of processing the payment of SDLT (and similar taxes and charges).
Whichever method is appropriate for you, you agree that you will not use SDLT.co.uk nor will you permit others to use SDLT.co.uk otherwise than in accordance with these Terms.
4.2. You will set up as Users only those individuals with whom you have a contractual arrangement (whether as employees, self-employed contractors or employees of contractors) and you will be solely responsible for all content that your Users post to SDLT.co.uk, ensuring that all such content is free of viruses or other forms of malware. You warrant that content posted by you or your Users will not infringe the intellectual property rights of third parties nor will it contain any material that is offensive, obscene, abusive, libellous, false, deliberately misleading, or is otherwise illegal. You will not use SDLT.co.uk for the distribution of unsolicited commercial mailings (otherwise known as 'spam') and will ensure that your Users do not do so also.
4.3. Save as otherwise provided for in these Terms, all Intellectual Property Rights in SDLT.co.uk (including any further materials we may provide in the provision of guidance in the use of SDLT.co.uk or the solving of issues that arise during your use of SDLT.co.uk) remain our property at all times and all such rights remain reserved. You may not copy or distribute the Native Software (or any such related materials) save as provided for in these Terms or otherwise with our consent.
5. Our Charges
5.1. There is no charge to register. You may use SDLT.co.uk to process as many submissions as you like, or none at all.
5.2. Once you have registered you must first complete a Direct Debit Mandate in our favour. Setting up a credit account will allow you to nominate further users within your organisation that will be permitted to use SDLT.co.uk via your registration. Any submissions processed by you or any colleagues you so nominate will be debited to your account and at the end of each calendar month, we will generate an invoice in electronic format that we shall forward to you by email. The invoice will state the number of transactions and the applicable Transaction Rate(s) together with VAT at the current rate. Eight days following the date of each invoice, we will debit the total monthly Fee accounted for in the invoice from the account you have specified on your Direct Debit Mandate.
5.3. Use of the Direct Debit scheme is subject to the Direct Debit Guarantee (details of which are provided with the Direct Debit Mandate) and you may cancel the Direct Debit arrangement with us at any time, though if you do, your account will be automatically suspended and you will not be able to process further SDLT submissions until you have made new arrangements with us. If the need arises, perhaps because you wish to switch to a different bank account, please let us know so that we can make the requisite changes (including issuing you with a new blank Direct Debit Mandate) and avoid any unnecessary interruption to your use of SDLT.co.uk.
5.4. From time to time, we may revise the Transaction Rate(s) and when we do so, we will provide you with not less than 30 days' notice by email, which we will send to the email address you have provided at registration (or have subsequently updated). We will clearly state the date upon which the new pricing will come into force. If you choose not to accept the new Transaction Rate(s), simply process no further submissions of SDLT on or after that date.
5.5. If you fail to settle any invoice when it is due, we may charge interest at 8% above the base lending rate of the Bank of England as it stands at the time of the due date. We may also suspend or terminate your account and/or your Registration, at our discretion.
6. Trial Accounts
6.1. We may, at our discretion, provide you with a trial account that will provide you with full functionality for a limited time. Although you will be required to register to use SDLT.co.uk, no payment arrangements will be made, you will not have to complete a direct debit mandate and there is no need to terminate on notice.
6.2. At the expiry of a trial account, your account unless will be locked down until you create a direct debit mandate. If you do not wish to make further use of SDLT.co.uk, you need take no further action. We will store all data relating to your account for seven years from the date on which the trial period finishes and if you have not completed a direct debit to use SDLT.co.uk by the end of that period, your data will be permanently erased so that we may ensure compliance with our obligations under the applicable law.
6.3. Please note that you will not be able to access your data following the expiry of a trial account unless you take the steps described above to continue use of SDLT.co.uk on a paid basis. Your account will be validated as soon as the direct debit mandate is in place. If you do not wish to complete a direct debit mandate, please ensure that you have secured a copy of all data that you have generated using SDLT.co.uk prior to the closure of your trial account as it will not be recoverable thereafter.
7. Installation
7.1. You alone are responsible for the installation of the Native Software on your systems where appropriate. We do not provide installation services although we will provide information that will be sufficient for a competent professional to carry out such an installation. Where necessary, further assistance may be sought from our support line.
7.2. You are wholly responsible for ensuring that the equipment you use (whether for the Native Software or for accessing our Online Managed Service) meets such technical specifications as we may provide from time to time. As at the date of this edition of these Terms, the Native Software requires an IBM-compatible PC running Windows 7 or later with an internet connection. It is not compatible with Mac OS X.
8. Confidentiality & Your Data
8.1. All information that you provide in processing submissions for SDLT is stored by us securely and if you require details of our security arrangements, please contact us. We confirm that we shall treat all such information as strictly confidential and we will not disclose any of that information to any third party save as directed by you or as required by law.
8.2. You warrant that the data you upload to SDLT.co.uk will contain no material that is offensive, obscene, abusive, libellous, false, misleading, illegal, immoral, or otherwise unlawful save where you are doing so as part of legitimate legal process. You confirm that you will use SDLT.co.uk only for the purposes intended and that you will not use it to distribute unsolicited commercial messages of for any other purpose for which SDLT.co.uk is not intended.
8.3. When you create your Registration you will be asked to choose a username (which must be a valid email address) and password. It is your responsibility to ensure that a suitably secure password is chosen. We recommend at least eight characters with a mixture of letters and numbers. You may also like to include a combination of lower and upper case and, if you are particularly daring, you might like to include punctuation as well. Please make sure that neither you nor your colleagues share passwords or usernames at all. Ever. If your account is hacked, there could be drastic consequences for you, your practice and your clients and if it happens because you are using insecure passwords or have shared your log-in details, we will not be liable under any circumstances.
9. Data Protection
9.1. We will both comply with all applicable requirements of the Data Protection Legislation. This Clause 9 is in addition to, and does not relieve, remove or replace, either of our obligations under Data Protection Legislation. In this Clause 9, "Applicable Laws" means (for so long as and to the extent that they apply to us) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means any Data Protection Legislation from time to time in force in the UK including the General Data Protection Regulation or any successor legislation following the UK's exit from the EU.
9.2. We both acknowledge that for the purposes of the Data Protection Legislation, you are the Data Controller and we are the Data Processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation) in respect of all Personal Data (as defined in the Data Protection Legislation) that you provide to us or which is created or transmitted as a result of your use of our Services.
9.3. Without prejudice to Clause 9.1, you will ensure that you have all necessary and appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of the Contract.
9.4. Without prejudice to Clause 9.1, we shall ensure that in relation to any Personal Data processed in connection with the performance of our obligations under the Contract:
9.5. we shall process that Personal Data only on the written instructions of you unless we are required by Applicable Laws to otherwise process that Personal Data. Where we are relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, we shall promptly notify the Customer of this before performing the processing required by the Applicable Laws;
9.6. we shall ensure that there are appropriate technical and organisational measures, reviewed and approved by you, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
9.7. we shall ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
9.8. we shall not transfer any Personal Data outside of the European Economic Area unless the prior written consent from you has been obtained and the following conditions are fulfilled:
9.8.1. both parties have provided appropriate safeguards in relation to the transfer;
9.8.2. the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
9.8.3. we shall comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
9.8.4. we shall comply with our reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data.
9.9. Either you or we may, at any time on not less than 30 days' notice, revise this Clause 9 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by revision to these Conditions).
9.10. More information about how we handle Personal Data is available by visiting the Privacy Notice on our website.
10. Training & Support
10.1. We provide support only in the operation of SDLT.co.uk. How you use SDLT.co.uk to process SDLT submissions is up to you and by completing the Registration process, you warrant that you are possessed of sufficient technical knowledge to make use of the SDLT.co.uk.
10.2. We do not provide training services nor do we provide on-site support. We believe that if you have used packages provided by other legal forms providers, you will find SDLT.co.uk considerably more intuitive.
11. Termination
11.1. You may terminate your Registration at any time. Please follow the instructions on SDLT.co.uk. An invoice will be issued immediately or at the end of the calendar month (at our discretion) for the Fees that you have incurred and which have not been invoiced as at the date of the termination of your Registration.
11.2. We may, at our discretion, terminate or suspend your Registration should:
11.2.1. you fail to pay when due any Fees;
11.2.2. you use SDLT.co.uk to disseminate spam or in any way to store or circulate material that infringes the intellectual property rights of others or is otherwise unlawful;
11.2.3. you commence or enter into any form of insolvency proceedings, including entering into a voluntary arrangement with your creditors, become bankrupt or enter into liquidation (as applicable), administration or an encumbrancer take possession of or a receiver or administrator is appointed over any of your property or assets;
11.2.4. you cease to trade or threaten to cease trading.
11.3. When your Registration is terminated, you will no longer be able to access any information you have uploaded or any other content you are working on. Please make sure you have downloaded all material you wish to preserve post-termination.
11.4. Our confidentiality obligations and obligations under the Applicable Laws (as defined at clause 9.1) will continue notwithstanding the termination of your Registration for any reason as will the limitations to and exclusion of our liability under these Terms.
12. Liability
12.1. We will not be liable to remedy any breach of any condition, warranty, undertaking or representation that we have given under these Terms where that breach or failure results from your misuse of SDLT.co.uk or your use of SDLT.co.uk for any purposes other than that for which it was designed or where the breach has arisen as a result of your breach of these Terms.
12.2. You accept that we have no in-depth knowledge of your business or your precise requirements and that the Content is provided, subject to the warranties give in these Terms, on an 'as is' basis. We do not warrant that the Content or the operation of SDLT.co.uk will meet your requirements or will be uninterrupted or error-free.
12.3. We have provided a number of warranties, conditions and representations about SDLT.co.uk and the Content in these Terms. Aside from these, all conditions, warranties, terms, collateral contracts and undertakings relating to SDLT.co.uk and/or the Content, whether expressed elsewhere or implied by statute or common law, are hereby excluded to the fullest extent permitted by law.
12.4. You accept that you are best placed to assess the value of the data that we process for you as you use SDLT.co.uk. Although we will maintain adequate levels of security and business continuation in the event of a crisis and mindful at all times of our obligations to you under the DPA, we will not be liable under any circumstances for loss of data, loss of goodwill, loss of profit or of opportunity or any other form of so-called indirect or consequential loss (including loss or damage you suffer as a result of third party action) that you believe to have arisen as a result of a failure of SDLT.co.uk, whether such loss or damage was reasonably foreseeable or not or whether you had in fact told us of the possibility that you would incur this loss or damage.
12.5. Subject to the rest of this clause and these Terms generally, our entire liability in respect of our negligence or breach of these Terms shall be limited to an amount equal to the aggregate of the Fees you have incurred and which you have paid in the twelve calendar months preceding the event giving rise to the liability in question.
12.6. We will not be liable for any breach or negligent issue unless you have informed us of the event allegedly giving rise to the liability in question within 3 months of the event in question. You further agree to allow us 28 days to correct any breach capable of being corrected.
12.7. We will not be liable to you for any failure in the functionality or availability of SDLT.co.uk that is due to circumstances that are beyond our reasonable control.
12.8. Nothing in these Terms shall be interpreted so as to limit or exclude our liability for personal injury or death caused by our negligence or for fraud or fraudulent misrepresentation.
13. General
13.1. We, which is to say, you and us, are independent businesses and we are not operating in any kind of partnership or in any kind of principal/agent or employer/employee relationship nor in any other kind of relationship of trust to each other.
13.2. In order to have the effect intended for them, some of the provisions of these Terms will survive the termination of your registration, howsoever that comes about.
13.3. If, for some reason, a court or regulatory authority decides that any part of these Terms is unenforceable, the remainder shall remain in force regardless.
13.4. Just because we do not insist on your compliance with any one or more of your obligations under these Terms does not mean that we waive our right to insist on that compliance at some later date.
13.5. There may be occasions when the law requires information that we give you or communications you wish to send us have to be in writing. Where that is the case, you agree that such communications and information may be transmitted electronically. Nevertheless, if you wish to write to us in hard copy, you may address your letter to the registered office address given at the top of these Terms. For the purpose of these Terms, you may deem that we have received that letter seven days after the date you have posted it (to give us the chance to collect it).
13.6. With regard to any indemnity given by you to us or us to you under these Terms, the party with the benefit of that indemnity will take all reasonable steps to reduce or mitigate the loss covered by that indemnity.
13.7. No person who is not a party to our agreement with you shall have any rights under the Contracts (Rights of Third parties) Act 1999 to rely upon or enforce any of the provisions of these Terms. However, this does not affect any right or remedy of the third party that exists or is available apart from that Act.
13.8. The agreement between us incorporates these Terms to the exclusion of all others, together with the Privacy Policy, which constitutes the entire agreement and understanding between us and you in respect of the matters dealt with in it and supersedes, cancels and nullifies any previous agreement between us in relation to such matters. You agree that in entering into this contract with us, you do not rely upon, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out in these Terms and any document referred to in them. The only remedy available to you in respect of any such statements, representation, warranty or understanding shall be for breach of contract under these Terms.
13.9. The use of SDLT.co.uk complies with the law of England and Wales. You must make sure that using SDLT.co.uk will not breach any applicable laws or regulations in whatever jurisdiction that you happen to be located in, if not England and Wales. We will not be liable should you fail, whether directly or indirectly, deliberately or accidentally, to comply with those laws and regulations and you will indemnify us for any loss or expense we incur as a result of dealing with any investigations, claims or other regulatory or civil action that occurs as a result of that failure. These Terms and our agreement with you are governed by the law of England and Wales and are subject to the exclusive jurisdiction of the courts of England and Wales.
SDLT/Admin/Legals 'Terms of Business' July 2019
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