TAXSHIELD TERMS AND CONDITIONS

These Conditions grant you a right to use the Software and Services but only under the terms statedin these Conditions. Before purchasing the Software and Services, please read them carefully and your attention is particularly drawn to clause 13 (Limitation of

Liability). Once you proceedto access the Software and click "I accept” you are agreeing to all of these Conditions and will be bound into a legal agreement with Taxshield. If you do not wish to proceed, please return your login details immediately.

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions

Annual Licence Fee: the licence fee payable by you to Taxshield for the User Log-Ins.

Authorised Users: your employees, agents and independent contractors who are authorised by you to use the Software, the Services, and the Documentation.

Business Day: a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.

Conditions: these terms and conditions as amended from time to time.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in these Conditions.

Contract: the contract between Taxshield and you for the use of the Software and the supply of the Services in accordance with these Conditions.

Customer Data: the data inputtedby you, Authorised Users, or Taxshieldon your behalf for the purpose of using the Software or facilitating your use of the Software.

Data Processing Agreement: Taxshield’s data processing agreement as amendedfrom time to time.

Data Protection Legislation: Data Protection Act 2018and the GeneralData Protection Regulation (2016/679).

Documentation: the document made available to you by Taxshield online via www.taxshield.co.uk from time to time which sets out a description of the Software and the user instructions for the Software.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business namesand domain names, rightsin get-up and trade dress, goodwill and the right tosue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted,renewals or extensions of, and rightsto claim priorityfrom, such rights and all similar or equivalent rightsor forms of protection which subsist or will subsist now or in the future in any part of the world.

Normal BusinessHours: 9.00 am to 5.30 pm local UK time, each BusinessDay.

Privacy Policy:Taxshield’sprivacy policy as amended from time to time.

Representatives in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

Services: standard customer support for the use of the Software as specified in the Support Software Services Policy.

Software: Taxshield’s on-line P11D and P46 manager software application for the preparation and annual submission of taxable benefits to HMRC by you as more particularly described in the Documentation.

Start Date: the date on which you click "I accept” after reading these Conditions on Taxshield’s website.

Support SoftwareServices Policy: Taxshield's policyfor providing supportin relation to the Software as made available at www.taxshield.co.uk as amended from time to time.

Taxshield: Shield Products Ltd registered in England and Wales with company number 04128649 and registered address at Finch House 28-30 Wolverhampton Street Dudley West Midlands DY1 1DB.

Term: the 12-months term starting from the Start Date.

User Logins: the number of Authorised Users purchased by you, and which entitle each Authorised Users to access via a personal login the Software and the Services in accordance with these Conditions.

Virus: anything or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardwareor network, any telecommunications service,equipment or networkor any other service or device;prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

You or Your: the person who purchasesUser Logins for Authorised Users to accessand use the Software and the Services.

1.2 Clause and paragraph headings shall not affect the interpretation of these Conditions. References to clauses are to the clauses of these Conditions.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

1.4 A reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established.

1.5 A reference to a party or parties is a referenceto Taxshield and/oryou as the case maybe.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

1.7 A reference to a statute or statutory provision is a reference to it (and all subordinate legislation) as it is in force as at the date of Contract.

1.8 A reference to writing orwritten includes email.

1.9 A reference to www.taxshield.co.uk includes any other website address of Taxshield as may be notified to you from time to time.

2. Contract

2.1 The Contract shall come into existence on the Start Date and shall be governed by theseConditions.

2.2 Any samples, drawings, descriptive matter, or advertising issued by Taxshield, and any descriptions or illustrations contained in Taxshield’s catalogues or brochures or website, are issuedor published for the sole purpose of giving an approximate idea of the Software and Services described in them. They shall not form part of the Contract or have any contractual force.

2.3 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate.

2.4 These Conditions set out all the terms agreed between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

2.5 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

2.6 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

3. Authorised Users

3.1 Subject to you complying with these Conditions and purchasing the User Logins Taxshield hereby grants to you a non-exclusive, non-transferable licence, without the right to grant sublicences, to permit the Authorised Users to use the Software and Services and the Documentation during the Term solely for your internal business operations.

3.2 You may, from time to time during the Term, purchase additional User Logins via the website at www.taxshield.co.uk and Taxshield shall grant access to the Software the Services and the Documentation to additional Authorised Users in accordance with the provisions of these Conditions.

3.3 In relation to the Authorised Users, you undertake that:

(a) where you have purchased a licence package that the maximum number of Authorised Users you authorise to access and use the Software, the Services and the Documentation shall not exceed the number of User Logins you have purchased from time to time;

(b) where you have purchased a single-user licence package, the number of Authorised Users shall not exceed 1 and you shall be solely responsible for the security and must not share the log-in details;

(c) where you have purchaseda multi-user package,there is no limit on the number ofAuthorised Users and you shall be solelyresponsible for the security of sharing log-in invites;

(d) each Authorised User shallkeep a secure password for their use of the Software and the Services and Taxshield recommend that you change your password not less than every 6 weeks and utilise two-factor identification in line with your own security and data protection policy;

(e) you shall maintain a written, up to date list of current Authorised Users and provide the list to Taxshield within5 Business Days of Taxshield's written request at any time;

(f) you shall permit Taxshieldor Taxshield's designated auditor to audit the Software to establish the name and password of each Authorised User and your data processing facilities and to audit compliance with these Conditions. Each such audit may be conducted no more than once per quarter, at Taxshield's expense, and this right shall be exercised with reasonable prior notice, in such a manner that does not substantially interfere with your normal conduct of business;

(g) if any of the audits referredto in clause 3.3(f) reveal that any passwordhas been provided to any individual who is not an Authorised User, then without prejudice to Taxshield's other rights, you shall promptly disable such passwords and Taxshield shall not issue any new passwords to any such individual; and

(h) if any of the audits referredto in clause 3.3(f) reveal that you have underpaid the Annual Licence Fee to Taxshield, then without prejudice to Taxshield's other rights, you shall pay to Taxshield an amount equal to such underpayment as calculated in accordance with the current prices for the Software within 10 Business Days of the date of the relevant audit.

3.4 You shall not access, store, distribute or transmit any Viruses, or any material during the course of using the Software that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegalactivity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender,colour, religious belief,sexual orientation, disability; or

(f) is otherwise illegal or causes damageor injury to any personor property;

and Taxshield reserves the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause.

3.5 You shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Conditions:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, the Services and/or Documentation (as applicable) in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or

(b) access all or any part of the Software, the Services and Documentation to build a product or service which competes with the Software, the Services and/or the Documentation; or

(c) unless prior written consentis given by Taxshield, use the Software,the Services and/or Documentation to licence or provide such Software or Services to third parties; or

(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software, the Services and/or Documentation available to any third party except the Authorised Users; or

(e) attempt to obtain, or assist third parties in obtaining, access to the Software, the Services and/orDocumentation, other than as providedunder this Error! Bookmark not defined.Error! Reference source not found.; or

(f) introduce or permit the introduction of, any Virus or Vulnerability into the Software, the Services or Taxshield's network and information systems.

3.6 You shall use all reasonable endeavours to prevent any unauthorised accessto, or use of the Software, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Taxshield.

3.7 The rights provided under this Error! Bookmark not defined.Error! Reference source not found. aregranted to you only and shall not be considered granted to any subsidiary or holding company of you.

3.8 Nothing in these Conditions shall prevent Taxshield from developing, using, selling, or licensing the Software or the Services to other customers.

4. Services

4.1 Taxshield shall, during the Term, provide access to the Software and the Services and make availablethe Documentation to you on and subjectto the terms of these Conditions.

4.2 Taxshield shall use commercially reasonable endeavours to make the Software and the Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out during the maintenance windowof 10.00 pm to

2.00 am UK time;and

(b) unscheduled maintenance performed outside Normal Business Hours, provided that Taxshield has used reasonable endeavours to give you at least 6 Normal Business Hours' notice in advance.

4.3 Taxshield will, as part of the access to the Softwareand at no additional cost provide you with Taxshield's standard customer support Services during Normal Business Hours in accordance with the SupportSoftware Services Policy.Taxshield may amend the Support Software Services Policy in its sole and absolute discretion from time to time. You may purchase enhanced support services separately at Taxshield's current rates.

5. Warranties

5.1 Taxshield warrants that the Software will when used correctly in accordance with these Conditions and Taxshield’s instructions conform in all material respects to the Documentation during the Term.

5.2 If you notify Taxshield in writing of any defect or fault in the Software and such defect or fault does not resultfrom you, or anyone acting with your authority, then you shall provide Taxshield with all the information that may be necessary to assist Taxshieldto resolve the defect or fault and Taxshield shall, in its absolute discretion do one of the following:

(a) repair the Software;

(b) replace the Software; or

(c) terminate the Contract immediately by notice in writing to you and, on the return of all login details for Authorised Users, refund any of the Annual Licence Fee paid by you as at the date of termination (less a reasonable sum in respect of your use of the Software to the date of termination)

and steps taken by Taxshield under this clause 5.2 shall be your sole and exclusive remedy in respect of a defect or fault in Software.

5.3 Taxshield does not warrantthat the use of the Software will be uninterrupted or error-free.

5.4 Taxshield is not responsible for any delays,delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Software, the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.5 You accept responsibility for the selection of the Software and Services for your requirements and acknowledge that the Software has not been developed to meet the individual requirements of you and is a software programmeoffered by Taxshield to other customers to fulfil their HMRC P11D and P46 filing requirements.

6. Data Protection

6.1 Taxshield’s PrivacyPolicy shall apply to the handling of personal data as part of your use of the Software or Services.

6.2 Taxshield’s Data Processing Agreementshall apply to any data processing carriedout by Taxshield as part your use of the Software or Services. of the Services.

6.3 The terms "personal data” and "data processing” shall have the meanings given under Data Protection Legislation.

7. Customer Data

7.1 Taxshield shall follow its archiving procedures for Customer Data as set out in its Data, Security and Disaster Policy available at www.taxshield.co.uk as such document may be amended by Taxshield in its sole discretion from time to time.

7.2 In the event of any loss or damage to Customer Data, your sole and exclusive remedy against Taxshield shall be for Taxshield to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Taxshield in accordance with the archiving procedure described in its Data, Security and Disaster Policy. Taxshield shall not be responsible for any loss, destruction, alteration, or disclosure of Customer Data caused by any third party except those third partiessub-contracted by Taxshield to provide the Software or Services related to Customer Data maintenance and back-up for which it shall remain fully liable.

7.3 Taxshield shall from time to time remotely access or monitor your use of the Software to enable Taxshield to:

(i) provide you with the Services;

(ii) to analyse the functioning of the Software;and

(iii) to consider and make improvements or developments to the Software.

8. Customer's Obligations

8.1 You shall:

(a) provide Taxshield with all necessary co-operation and all necessary access to such information as may be requiredby Taxshield in order to provide the Software and the Services, including but not limited to Customer Data, security access information and configuration services;

(b) without affecting your other obligations under these Conditions, comply with all applicable laws and regulations with respect to your activities and use of the Software under these Conditions;

(c) carry out all your responsibilities set out in these Conditions in a timely and efficient manner. In the event of any delays by you Taxshield may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorised Users use the Software, the Services and the Documentation in accordance with these Conditions and shall be responsible for any Authorised User's breach of these Conditions;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Taxshield, its contractors and agents to perform their obligations under these Conditions;

(f) ensure that your network and systems comply with any relevant specifications provided by Taxshield from time to time; and

(g) to the extent permitted by law and except as otherwise expressly provided in these Conditions, be solely responsible for procuring, maintaining, and securing your network connections and telecommunications links from your systems to Taxshield's data centres, and all problems, conditions, delays, delivery failures and all other loss or damagearising from or relating to your networkconnections or telecommunications links or caused by the internet.

8.2 You shall own all right, title and interest in and to all of your Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

9. Charges and Payment

9.1 You shall pay the Annual Licence Fee for the User Logins in accordance with this clause9.

9.2 Taxshield shall invoice you on the Start Date for the Annual Licence Fee payable for the use of the Software for the Term. You shall pay each invoice within30 days after the date of such invoice. Payment can be made by bank transfer, credit, or debit card.

9.3 If Taxshield has not received paymentwithin 30 days after the due date, without prejudice to Taxshield’s other rights and remedies:

(a) Taxshield may, on no less than 5 BusinessDays' notice to you and without liability to you, disable your password, account logins and access to all or part of the Software and Taxshield shall be under no obligation to provide any or all the Software or the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue daily on such due amounts at an annual rate equal to 3% over the then currentbase lending rate of Taxshield's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.4 Taxshield shall be entitled to recover from you all costs and expenses including but not limited to legal costs calculated on a full indemnity basis which Taxshield incurs in connection with any steps taken to seek payment of and recover the Annual Licence Fee and any other amounts due to Taxshield under the Contract.

9.5 All amounts and fees stated or referred to shall be payable in pounds sterlingare, subject to clause14.2, non-cancellable and non-refundable and are exclusiveof value added tax, which shall be added to Taxshield's invoice(s) at the appropriate rate.

9.6 Taxshield shall be entitledto increase the Annual LicenceFee, should you change during the Term from a single-user package to a multi-user package.

10. Proprietary Rights

10.1 You acknowledge and agree that Taxshield and/or its licensors own all Intellectual Property Rights in the Software, the Services and the Documentation. Except as expressly stated in these Conditions, Taxshield does not grant you any Intellectual Property Rights to, or any other rights or licences in respect of the Software, the Services or the Documentation.

10.2 Taxshield confirmsthat it has all the rights in relation to the Software, the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Conditions.

11. Confidentiality

11.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party and that party’s Representatives whether before or after the Start Date in connection with the Software and the Services including but not limited to:

(a) any information that would be regardedas confidential by a reasonable business person relating to:

(i) the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs);

(ii) details of the Softwarethe Services and the Documentation; and

(iii) the operations, processes, productinformation, know-how, designs,trade secrets or softwareof the disclosing party (or of any member of the group of companies to which the disclosing party belongs);

(b) any information exchanged between the parties while using the Software the Services and the Documentation and the parties agree that:

(i) the results of any performance tests of the Software and the Services, shall constitute Confidential Information belonging to Taxshield; and

(ii) Customer Data shall constitute Confidential Information belongingto you.

11.2 The provisions of this clause shall not apply to any Confidential Information that:

(a) is or becomes generally available to the public (other than because of its disclosure by the receiving party or its Representatives in breach of this clause); or

(b) the parties agree in writing is not confidential or may be disclosed.

11.3 Each party shall keep the other party's Confidential Information secret and confidential and shall not:

(a) use such Confidential Information except for the purpose of providing or accessing the Software and the Services (Permitted Purpose); or

(b) disclose such Confidential Information in whole or in part to any third party,except as expressly permitted by this clause 11.

11.4 A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

(b) at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.

11.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosedby law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.

11.6 A party may, if it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the SeriousFraud Office withoutfirst informing the other party of such disclosure.

11.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in these Conditions are granted to the other party, or to be implied from these Conditions.

11.8 The above provisions of this clause 11 shall continue to apply after termination or expiry of the Services.

12. Indemnity

12.1 You shall defend, indemnify, and hold harmless Taxshield against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Software, the Services and/or Documentation, provided that:

(a) you are given promptnotice of any such claim;

(b) Taxshield providesreasonable co-operation to you in the defenceand settlement of such claim, at your expense; and

(c) you are given sole authority to defend or settle the claim.

12.2 Taxshield shall defend and hold you harmless against any claim that your use of the Software, the Services or Documentation in accordance with these Conditions infringes any Intellectual Property Rights and shall indemnify you for any amounts awardedagainst you in judgment or settlement of such claims, provided that:

(a) Taxshield is given prompt notice of any such claim;

(b) you do not make any admission, or otherwise attemptto compromise or settle the claim and provides reasonable co-operation to Taxshield in the defence and settlement of such claim, at Taxshield's expense; and

(c) Taxshield is given sole authority to defend or settle the claim.

12.3 In the defence or settlement of any claim, Taxshield may procure the right for you to continue using the Software and the Services, replace or modify the Software and Services so that they become non-infringing or, if such remedies are not reasonably available, terminatethe Contract on 2 BusinessDays' notice to you withoutany additional liability or obligation to pay liquidated damages or other additional costs to you.

12.4 In no event shall Taxshield, its employees, officers, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:

(a) a modification of the Software, the Services or Documentation by anyone other than Taxshield; or

(b) your use of the Software, the Services or Documentation in a mannercontrary to the instructions given to you by Taxshield; or

(c) your use of the Software, the Services or Documentation after notice of the alleged or actual infringement from Taxshield or any appropriate authority; or

(d) your breach of these Conditions.

12.5 The foregoing and clause13.3 states your sole and exclusive rights and remedies, and Taxshield's (including Taxshield's employees', officers’, agents' and sub-contractors') entire obligations and liability, for infringement of any Intellectual Property Right.

13. Limitation of Liability

13.1 Except as expressly and specifically providedin these Conditions:

(a) you assume sole responsibility for results obtainedfrom the use of the Software, the Servicesand the Documentation by you, and for conclusions drawn from such use. Taxshield shall have no liability for any damage caused by errors or omissions in any CustomerData, information, instructions, or scripts providedto Taxshield by you in connection with the Software, the Services, or any actions taken by Taxshield at your direction;

(b) all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are or otherwise, to the fullest extent permitted by applicable law, excluded including the implied Conditions, warranties or other terms as to satisfactory quality,fitness for purposeor the use of reasonable skill and care and

(c) the Software, the Servicesand the Documentation are providedto you on an "as is" basis.

13.2 Nothing in these Conditions excludes the liability of Taxshield:

(a) for death or personalinjury caused by Taxshield's negligence; or

(b) for fraud or fraudulent misrepresentation.

13.3 Subject to clause 13.1 and clause 13.2:

(a) Taxshield shall have no liability for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect, or consequential loss, costs, damages, charges or expenses; and

(b) Taxshield's total aggregate liability to you (including in respect of the indemnity

at clause 12.2), in respectof all breaches of duty occurring withinthe Term, shall not exceed the Annual Licence Fee

13.4 References to liability in this clause 13 include every kind of liability arising including but not limitedto liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.5 Nothing in these Conditions excludes the liability of you for any breach, infringement or misappropriation of Taxshield’s Intellectual Property Rights.

14. Term and Termination

14.1 The Contract shall commence on the Start Date and shall continue for the Term unless otherwise terminated in accordance with the provisions of these Conditions.

14.2 Taxshield may on 30 days written notice at its sole discretion terminate the Contract and the licence of the Software and the Services granted under these Conditions and if you have complied with these Conditions Taxshield will refund you the Annual Licence Fee attributable to the period after the date of termination.

14.3 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amounton the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any of the other obligation under these Conditions and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;

(c) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relationto a solvent restructuring), applyingto court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by orderof the court, unless for the purposeof a solvent restructuring), having a receiver appointed to any of its assetsor ceasing to carry on business or, if the step or actionis taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(d) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(e) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

14.4 Without affecting any other right or remedy available to it, Taxshield may terminate the Contract with immediate effect by givingwritten notice to you if you fail to pay any amount due under the Contract on the due date for payment.

14.5 On termination for any reason:

(a) all licences and rights granted under these Conditions shall immediately terminate and you shall immediately cease all use of the Software the Services and/or the Documentation;

(b) you shall immediately pay to Taxshield all Taxshield's outstanding unpaid invoices and interest and where use of the Software has not been invoiced Taxshield shall submit an invoice, which shall be payable by you immediately on receipt;

(c) you shall within 7 days return all login details of all Authorised Users and any copies thereof however held or stored or certify in writing that all login details of Authorised Users have been destroyed;

(d) Taxshield may destroy or otherwise dispose of any of the Customer Data in its possession unless Taxshield receives, no later than ten days after the effective date of the termination, a written request for the delivery to you of the then most recent back-up of Customer Data. Taxshield shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request, if you have,at that time, paid all fees and charges outstanding at and resulting from termination (whetheror not due at the date of termination). You shall pay all reasonable expenses incurred by Taxshield in returning or disposing of Customer Data; and

(e) any rights, remedies, obligations, or liabilities of the partiesthat have accruedup to the date of termination, including the right to claim damages in respect of any breach of these Conditions which existed at or before the date of termination shall not be affected or prejudiced.

14.6 Any provision that expressly or by implication is intended to come into or continuein force on or after termination or expiry of the Contract shall remain in full force and effect.

15. General

15.1 Neither party shall be in breach of these Conditions or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causesbeyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Contract by giving 5 days' written notice to the affected party.

15.2 A waiver of any right or remedy is only effectiveif given in writing and shall not be deemed awaiver of any subsequent right or remedy.A delay or failure to exercise, or the singleor partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

15.3 If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Conditions.

15.4 If any provision or part-provision of these Conditions is deemed deletedunder clause 15.3, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extentpossible, achieves the intended commercial result of the original provision.

15.5 You shall not, without the prior written consent of Taxshield, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Conditions.

15.6 Taxshield may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Conditions.

15.7 No partnership or agency is created between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwiseto bind the other in any way (including, but not limitedto, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

15.8 These Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

15.9 Any notice given to a party under or in connection with these Conditions shall be in writing and shall be:

(a) delivered by hand or by pre-paidfirst-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to the addresses notified by one party to the other. In the case of Taxshield this is [email protected].

15.10 Any notice shallbe deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the properaddress;

(b) if sent by pre-paidfirst-class post or other next working day delivery service,at

9.00 am on the secondBusiness Day after posting; or

(c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

15.11 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15.12 These Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.