This is the formal legal stuff. The key points are summarised in the Members’ Handbook which forms part of these T&Cs. The Handbook also sets out how any disputes should be resolved. These terms and conditions were last updated on 14 December 2016.
1 Definitions
In this Agreement, the following terms shall have the following meanings:
“TAN” means Tax Advice Network LLP of 10 Arden Mhor, Pinner, HA5 2HR (registered office, registered number OC331385);
“Additional Services” means any services other than the Services agreed to be provided by TAN to the Member on agreed terms and set out as such in the Handbook;
“Agreement” means this Agreement for the provision of the Services in which these Terms & Conditions are incorporated and includes the Members’ Handbook;
“Documents” includes, whether or not in electronic or other form, a document in writing, a map, plan, graph, drawing, photograph, image etc. whether on paper, film, negative, disc, tape or other device embodying such text, visual images or other data;
“Handbook” is the Members’ Handbook published on the website by TAN from time to time and incorporated into this Agreement
“Member” means tax accountants and tax advisers and, where appropriate, their partnership or employer, who has paid a joining fee, where applicable, and agreed to pay monthly or annual subscriptions to TAN.
“Member Material” includes any Documents or other materials, and any data or other information provided by the Member relating to the Services;
“Partner” in reference to a partnership or a limited liability partnership means a partner of that partnership or a member of that limited liability partnership as appropriate;
“Payments” means any payment due to TAN;
“Payment Date” means in respect of any Joining Fee and Monthly or Annual Subscriptions the first day of the Subscription Year to which the Payment relates and in respect of all other sums due to TAN the date provided in the Handbook, or if none, when they accrue;
“Period of the Agreement” means the time from the Member registering a profile on the site fee until such time as they cease to be a member for whatever reason.
“Services” means the services to be provided by TAN for the Member as more particularly set out in the Handbook comprising but not limited to the introduction to the Member of potential clients for the tax advisory services provided by the Member (and the Services shall include the Additional Services where the context admits);
“TAN Material” means any Documents or other materials, and any data or other information provided by TAN in connection with or relating to the Services including any targeted press or mailing list;
“Website” means the website owned by TAN and displayed at www.TaxAdviceNetwork.co.uk and Masculine terms used in the Agreement shall import the feminine and singular terms the plural and vice versa.
2 Services
2.1 This Agreement engages TAN to provide the Services to the Member and TAN agrees to provide the Services during the Period of the Agreement upon the terms and subject to the conditions of this Agreement.
2.2 All proposals made, quotations given, instructions accepted and contracts entered into by TAN with any person for the supply of the Services are subject to these Terms & Conditions to the exclusion of any other terms and conditions subject to which the Agreement is accepted or purported to be accepted by the Member.
2.3 Unless otherwise agreed by the parties in writing, the Member shall at his own expense supply all necessary Documents and other materials, and all necessary data or other information reasonably requested by TAN within sufficient time to enable TAN to provide the Services in accordance with the Agreement.
2.4 The Services shall insofar as is reasonably practicable be provided in accordance with the Handbook but subject to these Terms & Conditions and shall be performed at such times as TAN shall in its sole discretion decide.
2.5 The Member shall afford to TAN all reasonable co-operation in all matters relating to the performance of TAN’s obligations under the Agreement. In particular but without limitation to the foregoing, the Adviser Member shall:
2.5.1 promptly and fully respond to all communications from TAN relating to the provision of the Services and to liaise with TAN on matters relevant to the provision of the Services;
2.5.2 conduct their affairs at all times in a proper and reputable manner observing all legal requirements in relation to their own and TAN’s business;
2.6 Throughout the Term of the Agreement:
2.6.2 the Member shall assume responsibility for complying with all laws and regulations in connection with his use of the Services.
2.7 TAN does not warrant, guarantee or undertake on behalf of any third party supplier or service provider that access to any facilities or any products or services will be uninterrupted or of any particular level of availability or quality.
3 Indemnities
3.1 The Member shall be liable for and indemnify TAN for any loss, damages, costs or expenses or other claims incurred by TAN as a result of the inaccuracy of any Adviser Member Material or any other cause attributable to the Member.
4 Materials
4.1 The property, copyright and any other intellectual property rights in any Member Material shall belong to the Member. The property, copyright and any other intellectual property rights in any TAN Material shall belong to TAN, subject only to the right of the Member to use the TAN Material during the Period of the Agreement in accordance with any requirements as to their use given by TAN.
4.2 The Member grants to TAN a license for the Term and thereafter to use any Member Material subject, except in the case of materials submitted to a blog or forum, to TAN removing the material from its Website and ceasing any further printing or electronic distribution of it within a reasonable time of being asked by the Member to do so.
4.3 The Member warrants that any Member Material and its use by TAN for the purpose of providing the Services will not infringe the copyright or other rights of any third party and the Member shall indemnify TAN against any loss, damages, costs, expenses or other claims arising from any such infringement.
5 Confidential Information
5.1 The parties agree on the following terms not at any time during the Term or for two years thereafter to divulge or allow to be divulged to any person any confidential information relating to the business or affairs of the other party to this Agreement.
5.2 All information (including, without limitation, business and financial information, business methods, customer and vendor lists and pricing and sales information) disclosed by the Disclosing Party to the Receiving Party pursuant to the Agreement shall be confidential. The Receiving Party shall maintain the confidentiality of all such information and shall not, without the prior written consent of the Disclosing Party (i) utilise the same, directly or indirectly, for its own business purposes or for any other purpose, or (ii) disclose the same to any third party. This clause does not apply to any information in the public domain or which is required to be disclosed in respect of the provision of the Services by TAN, or pursuant to an order issued by a court or regulatory authority of competent jurisdiction or applicable law or regulation or information which is disclosed by the Receiving Party to its professional advisors on a confidential basis.
5.3 The Adviser Member specifically undertakes at all times to keep confidential any TAN confidential information (including this document, the lists or specific customer details and information relating to TAN’s business or affairs) and specifically not to disclose (whether or not for profit) such list or information to any competitor of TAN or any other person, firm or company engaged in similar activity during the Term and at any time following the date of expiry or termination of the Agreement.
5.4 The foregoing shall not apply to any contact between TAN and a prospective purchaser or investor in TAN BUT at all times TAN will use its best endeavors to obtain similar confidentiality obligations from such Receiving Party.
5.5 In this Clause 5, “the Disclosing Party” is any party disclosing confidential information and “the Receiving Party” is any party receiving confidential information.
6 Warranties and Liability
6.1 TAN warrants to the Member that the Services will be provided using reasonable care and skill. Notwithstanding any provision to the contrary, any dates, periods or times specified by TAN in the Agreement for the provision by it of the Services are estimates only and time shall not be of the essence for the performance by TAN of its obligations under the Agreement.
6.2 Except in respect of death or personal injury caused by TAN’s negligence, or as expressly provided in these Terms & Conditions, TAN shall not be liable to the Adviser Member by reason of:
6.2.1 any representation (unless fraudulent), or
6.2.2 any implied warranty, condition or other term, or
6.2.3 any duty at common law, or
6.2.4 under the express terms of the Agreement, for:
6.2.4.1 any loss of anticipated savings, business revenues, or profits (whether categorised as direct or indirect) or
6.2.4.2 any indirect, special or consequential loss (including losses arising from business interruption, wasted management time, loss of goodwill, data and all other such loss whether or not arising in the normal course of business), damages, costs, expenses or other claims (whether caused by the negligence of TAN, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Adviser Member.
6.3 The entire liability of TAN to the Member under or in connection with the Agreement shall not in any event exceed the amount of any Joining fee and monthly or annual subscriptions paid or payable by the Member for the provision of the Services for the last 12 months during which the liability arose.
6.4 The Member agrees to indemnify and keep TAN and any of the employees, agents sub-contractors and other clients fully indemnified from and against any loss, claim or liability whatsoever incurred or suffered by them as a result of negligence or any default by the Member (or his employees, agents or representatives) of his obligations however arising in connection with the Services or in any way connected with TAN or any work done by the Member for a user or other Member of TAN as a result of the provision of the Services or at all.
6.5 The Adviser Member agrees and acknowledges that the allocation of risk in this Clause 6 is fair and reasonable in the circumstances having been taken into account in setting the level of the Payments.
7 Force Majeure
7.1 TAN shall not be liable to the Member or be deemed to be in breach of the Agreement by reason of any delay in performing or any failure to perform any of TAN’s obligations under the Agreement if the delay or failure was due to any circumstances or cause beyond TAN’s reasonable control.
7.2 Without prejudice to the generality of the foregoing, circumstances beyond TAN’s reasonable control shall include act of God, server crashes, virus attacks on equipment, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, damage, bad weather, software, power or equipment failure, strikes, lockouts or other industrial actions or trade disputes (whether involving employees of TAN or of a third party).
8 Termination
8.1 The Agreement between the Parties may be terminated:
8.1.1 by the Member if they do not accept and pay any increased monthly subscription notified to them by TAN (such notification to be given with at least 30 days notice).
8.1.2 forthwith by TAN serving notice in the event that the Adviser Member ceases to qualify for membership as set out in the Handbook or fails to comply with any applicable TAN Code of Conduct;
8.1.3 forthwith by either party serving notice if the other commits any material breach of any term of the Agreement and which (in the case of a breach capable of being remedied) shall not have been remedied within 21 days of a written request to remedy the same;
8.1.4 forthwith by TAN serving notice if the Member fails to make payment of any sums due under the Agreement on the due date;
8.1.5 forthwith by either party serving notice if the other shall become unable to pay its or his debts or otherwise suffers an insolvency event;
8.1.6 forthwith by TAN serving notice in the event that the Member or his employees or agents shall engage in any conduct which TAN in its absolute discretion believes to be prejudicial to the business of TAN or in the event that TAN considers in its absolute discretion that a conflict or potential conflict of interest has arisen between the parties or if the Member has failed to (or TAN reasonably considers that he will shortly fail to) comply with the provisions of the Handbook; or
8.1.7 forthwith by TAN if one of the contingencies referred to in Clause 9.1 arises.
8.2 Any termination of the Agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to under the Agreement or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
9 Acknowledgements
The Adviser Member agrees and irrevocably declares and acknowledges as follows:
9.1 TAN shall be entitled at its discretion to immediately terminate this Agreement and the provision of Services (or take all or any actions as are authorised under the Conditions) in the event that the Adviser Member:
9.1.1 becomes a prohibited person (under relevant law including without limitation, by reason of capacity, solvency, qualification, un-discharged bankruptcy, criminal or civil prosecution, residency or international embargo or restriction)
9.1.2 engages in any unlawful or unapproved business (under relevant law, including without limitation any illegal activity, TAN prohibited activities or activities not previously notified to or approved in writing by TAN or allowed by the Handbook); or
9.1.3 is disciplined or expelled howsoever called by a professional or trade body of which he is or was a member or a regulatory body to which he is or was subject.
9.2 Under no circumstances shall TAN be required to take any action which it considers unlawful or improper or which in its opinion may cause it to incur any liability and such refusal shall be without liability or breach of contract.
9.3 That the Adviser Member will follow the provisions of the Handbook provided to him and that this may (by 30 days notice) be varied from time to time but is at all times incorporated into this Agreement.
10 Notices
10.1 Any notice or other communications to be given under the Agreement may be sent by email or by first class post to the address of the party herein or the last notified address of the party if different.
10.2 Communications sent before 5pm on a business day shall be deemed to have been received on the next business day unless otherwise demonstrated and those sent after 5pm shall be deemed to have been sent before 5pm on the following business day.
11 General
11.1 This Agreement (together with the terms set out in the Handbook) constitute the entire agreement between the parties, supersedes any previous agreement or understanding and may not be varied except in writing between the parties or by TAN, in the case of the Handbook, giving 30 days notice in writing of a change to the Adviser Member or, in the case of this Agreement, giving 60 days notice in writing to expire on the last day of a Subscription Year. All other warranties terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
11.2 In the event of any conflict between the provisions of these Terms & Conditions and the Handbook these Terms & Conditions shall prevail. In the event of any conflict between other Agreement provisions and these Terms & Conditions, the parties shall adopt the meaning which best gives commercial efficacy to the Agreement having regard to TAN’s original intention.
11.3 TAN may employ sub-contractors or associates, partners or suppliers for carrying out any part of the Services and shall be entitled at all times in its absolute discretion to decide the number of and which of its employees, agents or sub-contractors shall provide the Services on behalf of TAN.
11.4 No failure or delay by either party in exercising any of his or its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.5 The parties acknowledge and agree that the Agreement shall not establish or constitute any relationship of partnership, joint venture, franchise or agency between the parties except as otherwise expressly provided or agreed and neither party shall have the power to bind the other without the other’s prior written consent.
11.6 The Member shall not assign all or any of his rights or obligations under this Agreement without the written consent of TAN. References to the Member include his personal representatives and successors in title. Each party warrants its or his power to enter into the Agreement and has obtained all necessary approvals to do so.
11.7 Except as expressly provided (including in respect of indemnity), the parties do not intend any term of this Agreement to create any rights or benefits to any other party other than the parties to the Agreement or to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of any third party which exists, or is available, apart from the Act.
11.8 If any provision of the Agreement or these Terms & Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Agreement or these Terms & Conditions and the remainder of the provision in question shall not be affected.
11.9 Headings are inserted for convenience only and shall not affect the construction or interpretation of these Terms & Conditions.
11.10 English law shall apply to the Agreement and these Terms & Conditions and the parties submit to the jurisdiction of the English courts.
11.11 The Member for the exclusive benefit of TAN submits to the exclusive jurisdiction of the High Court of Justice in England and waives all rights to object to forum.
11.12 Nothing in this Agreement shall limit the right of TAN to take proceedings in any other court of competent jurisdiction or in more than one jurisdiction, whether concurrently or not.