Please read carefully before placing your order. You should understand that by ordering any of our services you agree to be bound by these terms and conditions. We recommend that you should print a copy and retain for future reference.
Please note that our Services are designed for use in relation to the law of England and Wales only.
- 1.1 “we” “our” and “us” means or refers to Mercia Group Ltd and Practice Track Ltd. Mercia Group Ltd and Practice Track Ltd are companies registered in England & Wales with company numbers 1464141 and 2290840. Registered Office: Wilmington plc, 5th Floor, 10 Whitechapel High Street, London, E1 8QS.
- 1.2 “you” and “your” means or refers to the company, firm or individual placing the order.
- 1.3 “Minimum Term” means a period of twelve (12) months from the date of your taxapp link being made available for download.
- 1.4 “Services” means the Support Services, more particularly described in the Schedule.
- 1.5 “Monthly Payment” means the price payable for the Support Services.
- 1.6 “Set-up Payment” means the price payable for the set up and design of your taxapp, more particularly described in the Schedule
- 1.7 “Schedule” means the schedule at the end of this document which gives details of the Services which we are to provide to you.
2. Formation of contract
- 2.1 The submission by you of an order shall constitute your acceptance of the Services and shall form a contract between us for the supply and purchase of those Services. These terms and conditions including the Schedule shall apply between us in respect of the Services we are to provide. Except to the extent that this agreement is varied by mutual consent in writing, it shall constitute the entire agreement between us and shall prevail over your own terms and conditions and any previous terms and conditions, agreement, representation, warranty undertaking or understanding.
- 2.2 You and we each agree and expressly represent to each other with the intention that the other shall be entitled to rely on the following representation and that you and we shall be stopped from denying it. You and we each represent to the other that in entering into this agreement neither you nor we shall be entitled to rely on, and shall have no remedy at law, in equity or under the Misrepresentation Act 1967 in respect of any statement, representation or other understanding (whether oral or in writing) of any person whether a party to this agreement or not other than as expressly set out in or referred to in this agreement. Nothing in this clause shall preclude any liability for fraud.
3. Terms of Payment
- 3.1 We will invoice you for the Set-up Payment upon receiving your order and payment will be due within 30 days.
- 3.2 The Monthly Payment shall be paid by you in advance on the first day of each month by direct debit. A signed direct debit form must be presented to us before we will submit your App to the Apple, Google Play and Windows stores. We will invoice you for a year’s Support Services on placing an order and on each annual anniversary of placing the order. The first direct debit collection for the year will be a month’s payment plus the total VAT for the year. Each 11 direct debit payments thereafter for the year will be for the monthly payment (net of VAT). If there is a termination during any year after the end of the Minimum Term, VAT will be refunded pro rata..
- 3.3 The Set-Up Payment includes the annual subscription fee payable to Apple to open your developer’s account for the first year only. This fee will be charged to you at cost in subsequent years.
- 3.4 We reserve the right to vary the Monthly Payment by giving you two (2) months’
notice in writing to take effect at any time on or after the expiry of the Minimum Term.
- 3.5 The provision of any Additional Services shall be charged in accordance with our price list from time to time. Our price list will be forwarded on request.
- 3.6 You will be invoiced for the provision of any Additional Services on receipt of your order. Payment for any Additional Services will be as per 3.2.
- 3.7 Where no sum is included in the Monthly Payment or any prices set out in our price list in respect of VAT, these shall be exclusive of VAT.
- 3.8 We may claim interest under the Late Payment of Commercial Debts (Interest) Act. We shall be entitled to charge you interest on any overdue amounts at the annual rate of 2% over the base rate of Barclays Bank plc from time to time accruing on a daily basis and compounded monthly or part monthly until payment is made and this rate shall apply both before and after the issue of any legal proceedings we may take against you to recover any unpaid amount.
- 3.9 YOUR ATTENTION IS SPECIFICALLY DIRECTED TO THIS CLAUSE
In the event that a payment is overdue then (provided that we have given notice of non-payment and five (5) working days have elapsed and payment has still not been made) we may then without further notice, and without prejudice to any other rights or remedies, suspend provision of the Services until such payment has been made. Suspension shall include the right for us to refuse access to your taxapp. In the event of any such suspension, if you wish us to resume provision of the Services we shall be entitled to require payment in full of all Monthly Payments and any other amounts then outstanding in relation to the Services.
- 3.10 Time shall be of the essence for all payments due under this agreement.
- 3.11 You shall not be entitled to withhold from your payment of the Monthly Payment or your payment of any invoice any sums save if owed by us to you under this agreement. For the avoidance of doubt you may not withhold any monies due in respect of anything other than the Services.
- 3.12 We reserve the right to withdraw any special offers at any time.
- 3.13 YOUR ATTENTION IS SPECIFICALLY DIRECTED TO THIS CLAUSE
Monthly Payments and the Minimum Term will be due from the date your App is published and available for download in the Apple app store.
4. Supply of Services
- 4.1 We shall use our reasonable endeavours to supply the Services in accordance in all material respects with this agreement. We shall use our reasonable care and skill in delivering the Services to you.
- 4.2 Subject as provided in clause 7, we shall use our reasonable endeavours to meet the performance dates specified, but such dates shall be estimates only and time shall not be of the essence for our performance. You acknowledge that where our performance is dependent upon the supply of information and/or materials by you, we will not be liable for any delay resulting from your failure to supply such information and/or materials.
5. Security and Data Protection
- 5.1 You and we shall each comply with the data protection legislation in force from time to time to the extent that such legislation applies to your and our activities as contemplated by this Agreement.
- 5.2 We undertake that we will maintain reasonable security measures to protect the security and integrity of any data stored on our system.
- 5.3 You undertake to obtain any consents needed from data subjects for the processing in the provision of the Services of any personal data supplied by you or on your behalf in accordance with the data protection legislation in force from time to time.
- 6.1 You or we may terminate this agreement by giving the other 60 days’ notice in writing to expire at any time on or after the end of the Minimum Term.
- 6.2 Either party may terminate this agreement immediately if the other party becomes unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant party under this Agreement) or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrator appointed of its assets or ceases for any reason to carry on business or takes or suffers any similar action which in the opinion of the party giving notice means that the other may be unable to pay its debts.
- 6.3 We may terminate this Agreement by giving you notice in writing if you commit any material breach of your obligations under it and (where such breach is capable of remedy) fail to remedy such breach within 30 days of receipt of our notice specifying such breach.
- 6.4 Without prejudice to clause 6.3 or any other provision of this agreement concerning the time for payment, we may terminate this agreement for late payment by giving you notice in writing if you are late in making any payment by more than twenty (20) days or if any three (3) consecutive payments are not made by the due date or if any three payments in any period of twelve (12) months are not made by the due date.
7. Effect of termination
- 7.1 Upon termination of this Agreement we shall immediately stop provision of our services to you;
- 7.2 Upon termination of this agreement you shall immediately pay to us the balance of any monies due to us
- 7.3 Termination of this agreement shall be without prejudice to any accrued right of you or us.
- 8.1 Neither you nor we shall without the prior written consent of the other disclose any information or data relating to the other or its commercial, financial, technical or other business activities or dealings, intellectual property rights, the Services we supply or any other secret or confidential information disclosed to one party by the other during the performance of the agreement (the “Confidential Information”) to any other third party unless such disclosure is reasonably necessary for the proper performance of the agreement between us or is required by law.
- 8.2 In each case where one party is required or authorised to disclose any Confidential Information you or we (as the case may be) shall before doing so obtain a written undertaking from the person to whom the disclosure is made to keep confidential the Confidential Information and to only use it for the purposes for which the disclosure is made.
- 9.1 Any notice under this agreement to be given by either party to the other shall be in writing and shall be delivered by hand (which includes courier) or sent by first class pre-paid post or special or recorded delivery to the other party.
- 9.2 Notices to us shall be addressed to us at Mercia Group Ltd, Best House, Grange Business Park, Enderby Road, Whetstone, Leicester LE8 6EP. Notices to you shall be addressed to you at the address detailed in your online order. Or in either case such other address as may from time to time be notified in writing by one party to the other.
- 9.3 A correctly addressed notice delivered by hand shall be deemed to have been received when delivered (or, if delivery is not during business hours at 9.00am on the first business day following delivery) or if sent by first class pre-paid post or special or recorded delivery shall be deemed to have been given two days after the envelope containing the same was so posted (excluding Saturdays, Sundays and bank and public holidays).
- 9.4 Any notice under this agreement shall not be validly served if sent by email or facsimile transmission.
10. Ownership and copyright
- 10.1 We shall be owner of and beneficially entitled to the copyright and all other rights of a like nature conferred in the United Kingdom in all content supplied by us to the App, including the source code of the App. It is not permitted for you to copy or scan any content from an App into another app, website or any other printed or electronic material.
- 11.1 If any provision set out in this Agreement is held by any competent authority to be invalid, unenforceable or illegal the other provisions shall remain in force.
- 11.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect the to commercial intention of the parties.
- 11.3 No failure or delay in exercising any right or remedy under this agreement or in law shall be construed or operate as a waiver thereof nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy. A waiver of a breach or default under this agreement does not constitute a waiver of any other breach or default and shall not affect the other terms of the agreement. A waiver of a right under this agreement is only valid if it is in writing and applies only to the party to which it is given and the circumstances for which it is given. The rights and remedies provided in this agreement are cumulative and are not exclusive of any rights or remedies provided by law.
- 11.4 Neither you nor we shall be liable to the other if prevented from or delayed in performing our respective obligations under this agreement where the inability to perform those obligations is due to a reason beyond the reasonable control of you or us (as the case may be).
- 11.5 This agreement is personal to you. You shall not without our written consent be entitled to delegate or assign any of the obligations or rights rising under this agreement to any third party whatsoever.
- 11.6 We may subcontract, delegate, transfer, charge or assign our rights and/or obligations under this agreement in whole or in part.
- 11.7 This agreement is made for the benefit of you and us and (where applicable) permitted successors and assigns and is not intended to benefit, or be enforceable by, any one else whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
- 11.8 The agreement between you and us shall be governed by and construed in all respects in accordance with the laws of England.
Schedule of taxapp Services
This Schedule is to be read in conjunction with and forms part of the Mercia Group Ltd and Practice Track Ltd terms and conditions. References in this Schedule to Mercia Group Ltd and Practice Track Ltd are as defined in clause 1.1 of the terms and conditions and references to the client are to you as defined in clause 1.2 of the terms and conditions.
Part 1: Design and Set-up services
- Our taxapp is a mobile application using a combination of standard features, design and content elements.
- We will provide you with a design layout, which can be tailored to suit your branding to include a corporate logo, a primary theme colour, contact details including map location, an About Us page, a list of your services, a bespoke launch screen, social media links and online portal links where required. You can also choose the imagery that you would like including on your home screen.
- At the point of order, you will:
- indicate your primary theme colour
- indicate your image preferences
- indicate your choice of App name
- supply your logo in an electronic format if necessary
- supply the contact details you wish to appear on the App, plus any social media links
- supply text for the About Us page (we can provide editorial assistance with this)
- confirm or amend our suggested text for your App store
We will invoice you for the Set-Up Payment, which will be payable within 30 days. We will also send you a Direct Debit mandate for the monthly payments.
- We will provide you with: suggested text for your services page (unless you have provided this yourself) and a PDF design proof showing suggested designs for the App icon, launch screen, home screen and sample content screen.
- You can request amendments to these text and design suggestions. Once you have approved them our development team will build the app and submit it to the Apple, Android and Windows stores for approval. We will not submit the site until we have received the Set-Up Payment in full.
- We will submit the App to the Apple store first. Approval usually takes 10 to 14 days.
- Once we have received approval from Apple, Android and Windows for your App, you can choose your launch date, when the App will be made available for download. We will not launch the App until a signed DD mandate is in our possession (unless another form of payment has been agreed by both parties). Monthly payments will begin once the App is launched.
- We will retain ownership of the content and code within the App, other than the contact details, About Us text and logo you provide. We cannot allow you access to the source code and cannot accept code produced by others.
Part 2: Support Services
- The technical content will be updated as soon as reasonably practicable by our editorial staff as necessary to keep the content up-to-date and in line with the relevant legislation.
- The News section will be kept up to date with relevant tax or business articles on a monthly basis, with at least 10 new articles per annum.
- Any changes to tax law which affect the calculators or tables will be made available once the coding has been approved.
- Any amendments you wish to make to your contact details or About Us pages can be requested by phone or email. These will be actioned by us as soon as reasonably practicable at no cost provided they are deemed to be reasonable amendments and do not require significant structural or technical changes to the app. If the changes are deemed by us to be unusually extensive or require significant technical or design work, a maintenance fee may be payable. This will be quoted up front and no chargeable work will be carried out without prior agreement by both parties.
- Any bug fixes will be made available for update once identified.
- Any agreed enhancements and new features added to the taxapp service you have subscribed to will be included free of charge
- You may suggest enhancements, content and features and if considered suitable by us for other taxapp subscribers we will build this free of charge and make it available to you and others.
- If you have a suggestion to improve the taxapp that you want exclusively designed for your taxapp we will consider building it for you at an agreed fee.
- At the end of your initial 12-month Minimum Term your contract will turn into a rolling contract with a 60 day notice period. The first direct debit collection for the year will be a month’s payment plus the total VAT for the year (if there is a termination during any year after the end of the Minimum Term, VAT will be refunded pro rata).
- The annual subscription of £79 payable to Apple to open your developer’s account is included in the initial set up fee for year one. This will be recharged at cost in subsequent years. We will allow you access to this account should you wish to publish future Apps you have developed or subscribe to. We will only manage Apps provided by Mercia Group Ltd Practice Track Ltd in this account.
Part 3: Termination
- When your contract is terminated, we will end the sale of the taxapp in the App store on the agreed date – this will make it unavailable for further downloads. The taxapp will however remain on all devices to which it has been downloaded.
- Upon termination we will cease to update the content within the taxapp.
- Upon termination, your Apple developer’s account will be handed over to you to manage.