SPRINGBOARD IT (UK) Limited SOFTWARE PRODUCT END-USER LICENSE AGREEMENT

This End-User License Agreement applies to the Springboard IT Making Tax Digital Excel Solution

Please read carefully the following terms and conditions before installing the software. By installing the software you indicate your acceptance of these terms and conditions.

This Springboard IT (UK) Limited. (“SPRINGBOARD IT”) End-User License Agreement (“EULA”) is a legal agreement between you, a user of the Springboard Making Tax Digital Excel Solution and SPRINGBOARD IT for all SPRINGBOARD IT components, source code, demos, intermediate files, media, printed materials, and “online” or electronic documentation contained in the solution (“SOFTWARE”).

By purchasing, installing, copying, or otherwise using the SOFTWARE, you acknowledge that you have read this AGREEMENT and you agree to be bound by its terms and conditions. If you are representing a business and/or entity, you acknowledge that you have the legal authority to bind the business and/or entity you are representing to all the terms and conditions of this AGREEMENT.

If you do not agree to any of the terms and conditions of this AGREEMENT or if you do not have the legal authority to bind the business and/or entity you are representing to any of the terms and conditions of this AGREEMENT, do not install, use, distribute in any manner, or replicate in any manner, any part, file or portion of the SOFTWARE.

GRANT OF LICENSE

Subject to all the terms and conditions of this AGREEMENT, SPRINGBOARD IT grants you a non-exclusive, non-transferable, limited licence to use the software on a single machine and use the SOFTWARE for the sole purposes of collecting relevant data and transmitting VAT information to Her Majesty’s Revenue and Customs (“HMRC”) via its Making Tax Digital API. HMRC is a non-ministerial department of the UK Government responsible for the collection of taxes, the payment of some forms of state support and the administration of other regulatory regimes including the national minimum wage.

You may install and use the SOFTWARE by purchasing a 12-month subscription from SPRINGBOARD IT or its authorized resellers, in accordance with the SUBSCRIPTION AND UPDATES section of this AGREEMENT.

The license confers the right to use the SOFTWARE in object code only to transmit VAT information to HMRC for a fixed number of VAT Registered companies (VAT COMPANIES) each identified by their unique VAT Registration Number. The number of VAT COMPANIES licensed is specified when the subscription is purchased and may be increased by the purchase of an updated subscription.

It is the intention, but at the sole discretion, of SPRINGBOARD IT to extend the use of the SOFTWARE to cover other Making Tax Digital API’s from HMRC. At the sole discretion of SPRINGBOARD IT it will include the use of the API’s in updates to the SOFTWARE and its use will be covered by the existing subscription or renewals.

Evaluation (trial) use license. If the SOFTWARE you have obtained is marked as a “TRIAL” or “EVALUATION,” you may install one the SOFTWARE for evaluation purposes only, for a specified period (“EVALUATION PERIOD”). Upon expiration of the EVALUATION PERIOD, the SOFTWARE must be uninstalled and all copies destroyed. You may not redistribute files in the SOFTWARE distribution if using an evaluation or trial version of the SOFTWARE.

SPRINGBOARD IT will not provide any refund for any remaining prepaid period for a subscription.

RIGHTS

Installing the SOFTWARE. You may install on a single machine and use one copy of the SOFTWARE, You acknowledge and agree that the SOFTWARE in source code form remains a confidential trade secret of SPRINGBOARD IT.

Transferring the SOFTWARE. You may transfer all of your rights to use the SOFTWARE to another machine. You must follow the transfer procedure as documented in the transfer procedure on the help system. Remember, once you transfer the software, you no longer have any right to use it on the original machine, and the machine to which it is transferred may use it only in accordance with the copyright law, international treaty, and this license.

SUBSCRIPTION AND UPDATES

The SOFTWARE is licensed on a subscription basis. A subscription lasts for a 12-month period from the date of purchase. You will be eligible to receive all updates for the SOFTWARE during this 12-month period. Upon expiration of a subscription, you can must renew the SOFTWARE subscription to continue sending VAT returns to HMRC for an additional 12-month period (and each subsequent year thereafter). You may continue to use the software to view historic data stored on the machine.

If the SOFTWARE is labeled as an update, you must be properly licensed to obtain the updated SOFTWARE. The SOFTWARE labeled as an update replaces and/or supplements the original SOFTWARE that formed the basis for your eligibility for the update, and together constitutes a single product. You may only use the updated SOFTWARE in accordance with all the terms of this AGREEMENT.

Pricing for the 12-month SOFTWARE subscription and any subsequent renewal of the subscription are listed on www.makingtaxdigitalsolution.co.uk and subject to change with or without notice.

SPRINGBOARD IT will make reasonable endeavours to support changes to the Making Tax Digital API that may, from time to time, be made by HMRC. If those changes, at the sole discretion of SPRINGBOARD IT, are deemed to be too onerous, then SPRINGBOARD IT reserve the right to charge for those changes or discontinue the SOFTWARE.

SPRINGBOARD IT reserves the right to discontinue the SOFTWARE or its constituents at any time.

DATA PROTECTION

In accepting this agreement you also indicate that you have understood and accept the product privacy policy: https://www.makingtaxdigitalsolution.co.uk/excel-solution-privacy-policy/

RESTRICTIONS

Rental. You may not rent, lease, lend, copy, modify, sub-license, time-share, electronically transmit or receive the Software, except as provided in this license, or as directed by SPRINGBOARD IT. You may not translate, reverse engineer, decompile or disassemble or otherwise alter the Software or its documentation.

Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE, and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You agree to take all reasonable, legal and appropriate measures to prohibit the illegal dissemination of the SOFTWARE or any of its constituent parts and distributables to the fullest extent of all applicable local, US Codes and International Laws and Treaties regarding anti-circumvention, including but not limited to, the Geneva and Berne World Intellectual Property Organization (WIPO) Diplomatic Conferences.

Copyright. All title and copyrights in and to the SOFTWARE (including but not limited to any images, packages, photographs, animations, video, audio, music, text, and “applets” incorporated into the SOFTWARE the accompanying printed materials, and any copies of the SOFTWARE) are owned by SPRINGBOARD IT or its subsidiaries. The SOFTWARE is protected by copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE like any other copyrighted material. You may not copy the printed materials accompanying the SOFTWARE.

LIMITED WARRANTY

NO WARRANTIES. SPRINGBOARD IT expressly disclaims any warranty for the SOFTWARE. THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. To the maximum extent permitted by applicable law, in no event shall SPRINGBOARD IT be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the SOFTWARE or the provision of or failure to provide Support Services, even if SPRINGBOARD IT has been advised of the possibility of such damages.

SUPPORT SERVICES

SPRINGBOARD IT may provide you with support services related to the SOFTWARE (“Support Services”). Use of Support Services is governed by the SPRINGBOARD IT policies and programs described in the user manual, in “on line” documentation and/or other SPRINGBOARD IT-provided materials. Any supplemental SOFTWARE code provided to you as part of the Support Services shall be considered part of the SOFTWARE and subject to the terms and conditions of this EULA.

CUSTOMER REMEDIES

SPRINGBOARD IT and its suppliers’ entire liability and your exclusive remedy shall be, at SPRINGBOARD IT option, either (a) return of the price paid, if any, or (b) repair or replacement of the SOFTWARE that does not meet SPRINGBOARD IT Limited Warranty and which is returned to SPRINGBOARD IT with a copy of your receipt. This Limited Warranty is void if failure of the SOFTWARE has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

MISCELLANEOUS

The Software may contain software which is under the open source license or a modification of such software (hereinafter referred to as ‘Open Source Software’). Licenses are applied in accordance to the conditions of the licenses (hereinafter referred to as ‘Open Source License’) that are applied to the Open Source Software. The Terms and Conditions does not limit the user’s rights based on each Open Source License, and does not grant rights that can replace the rights granted by the Open Source Software. In the event of a provision resulting in a conflict between the Terms and Conditions and the Open Source License, the provision in the Open Source License supersedes the Terms and Conditions.

You may not sublicense or assign the license of the SOFTWARE. Any attempt to sublicense or assign any of the rights, duties or obligations hereunder is void. Should you have any questions regarding this Agreement, you may contact SPRINGBOARD IT by writing to Springboard IT (UK) Limited, West End Farm, Poolbridge Road. Blackford, BS28 4PA.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.