SDLT COMPASS SERVICE SUBSCRIPTION TERMS AND CONDITIONS

Your attention is particularly drawn to the provisions of clause 12 (Limitation of liability).

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1. About us
   1. Company details. SDLT Compass Limited (company number 13248338) (we and us) is a company registered in England and Wales and our registered office is at Milestone House, 18 Nursery Court, Kibworth Harcourt, Leicester, England, LE8 0EX. Our VAT number is 333260532. We operate the website https://www.compass.tech/ (Site).  
   2. Contacting us. You can contact our customer service team by telephone at 0333 305 0956 or by e-mail on enquiries@compass.tech. How to give us formal notice of any matter under our contract with you is set out in clause 16.2.

2. Additional definitions used in these termst
   1. These terms and conditions (Terms) contain certain defined terms. In many instances these definitions are set out in the main body of these Terms. However, in addition to the definitions set out in the main body of these Terms, the following additional definitions shall apply:
      1. Additional Fees: means the amount payable by you for additional fees and expenses not included in the Subscription Fees; 
      2. Annual Volume of Calculations: the number of Calculations you pay for per year as set out in the Order Form, or as otherwise set out in writing to you from time to time; 
      3. Approved SDLT Advisor: an UK Stamp Duty Land Tax advisor recommended by us from time to time;
      4. Authorised Users: those of your employees, agents and independent contractors who are authorised by you to use the SDLT Compass Service;
      5. Calculation: means a UK Property Tax Calculation we provide as part of the SDLT Compass Service; 
      6. Commencement Date: as the date your Subscription will start as set out in the Order Form; 
      7. Data Protection Legislation: the UK Data Protection Legislation and any other legislation applicable in the UK relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); 
      8. Documentation: the document(s) or videos we make available to you online via https://www.compass.tech/or such other web address we notify you from time to time which sets out the user instructions for the SDLT Compass Service;
      9. Initial Subscription Term: means the first 12 months of the Contract from the Commencement Date, or other period as set out in the Order Form from time to time; 
      10. Normal Business Hours:  8.00 am to 6.00 pm local UK time, each Working  Day;
      11. Order Form: your order requesting a Subscription to the SDLT Compass Service; 
      12. Referral Property Price Limit: as set out in the Order Form, or otherwise in writing to you from time to time; 
      13. Renewal Term: a period of 12 months commencing on the day following expiry of the Initial Subscription Term; 
      14. SDLT Compass Service: the subscription service we provide to you via https://www.compass.tech/ or any other website notified to you from time to time, as more particularly described in the Documentation;
      15. Subscription: means the Subscription you have selected as set out in the Order Form; 
      16. Subscription Fees: the fees payable by you to us for the Subscription as calculated in accordance with clause 9.2 and as set out in the Order Form, or otherwise confirmed in writing to you from time to time; 
      17. Subscription Term: the Initial Subscription Term together with any subsequent Renewal Terms;
      18. Support Services Policy: our policy for providing support in relation to the SDLT Compass Service as made available at https://www.compass.tech/ or such other website address as we may notify you from time to time; 
      19. UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;
      20. Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or 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; 
      21. 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 construed accordingly; 
      22. Working Day: a day of the week other than a Saturday, Sunday or public holiday in England; 
      23. you and your: means: (a) you as an individual, but only if you are a sole trader acting in the course of business when you subscribe to our SDLT Compass Service; or (b) the business (whether partnership, company or other incorporated or unincorporated body) on whose behalf you subscribe to our SDLT Compass Service; and
      24. Your Data: the data (including personal data relating to your clients) inputted by you or Authorised Users for the purpose of using the SDLT Compass Service.

3. Our contract with you
   1. These Terms apply to your Subscription to our SDLT Compass Service and the supply of the SDLT Compass Service by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
   2. The Contract is made up of the Order Form and these Terms. If there is an inconsistency between any of the provisions of these Terms and the provisions of the Order Form, the provisions of the Order Form shall prevail. 
   3. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
   4. These Terms and the Contract are made available only in the English language.

4. Subscribing to our SDLT Compass Service
   1. The Order Form you submit to us constitutes an offer to purchase a Subscription in accordance with these Terms. 
   2. The Order Form shall only be deemed to be accepted when we issue written acceptance of the Order Form by email at which point and on which date the Contract shall come into existence.
   3. The Contract shall commence on the Commencement Date and shall continue until terminated in accordance with clause 14.
   4. You may upgrade your Subscription at any time during the Subscription Term by contacting us. Any upgrades to your Subscription shall not be effective unless made in accordance with clause 17.2. Should you wish to downgrade your Subscription at any time, you will need to terminate your current Contract and enter into a new Contract with the Subscription you require.
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5. What to expect from your Subscriptiont
   1. We: 
      1. shall use reasonable endeavours to supply the SDLT Compass Service to you materially in accordance with the Documentation;
      2. reserve the right to amend the specification of the SDLT Compass Service, if necessary:
         1. to comply with any applicable law or regulatory requirement; or 
         2. if the amendment will not materially adversely affect the nature or quality of the SDLT Compass Service; 
      3. warrant to you that the SDLT Compass Service will be provided using reasonable care and skill;
      4. shall have no liability arising from your use of the SDLT Compass Service contrary to our instructions or the Documentation. If the SDLT Compass Service does not conform to clauses 5.1(a) or 5.1(c), we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes your sole and exclusive remedy for any breach of clauses 5.1(a) or 5.1(c).
   2. We shall use reasonable endeavours to ensure the Calculations are in accordance with the correct rate of stamp duty land tax. We shall not be liable for Calculations which are incorrect due to an unexpected change to the rate in stamp duty land tax. In such cases, we shall use best endeavours to ensure the rates for the Calculations are adjusted as soon as possible to reflect such changes and shall notify you on our Site to check and re-calculate any Calculations that may be affected by this change. 
   3. We:
      1. do not warrant that the SDLT Compass Service:
         1. will be uninterrupted or error-free; or
         2. will be free from Vulnerabilities; and
      2. are 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. You acknowledge that the SDLT Compass Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
   4. In relation to the Authorised Users, you undertake that:
      1. each Authorised User shall keep a secure password for their use of the SDLT Compass Service; and
      2. you shall maintain a written, up to date list of current Authorised Users and provide such list to us within 5 Working Days of our written request at any time.
   5. We may monitor your use of the SDLT Compass Service from time to time to establish your compliance with the Contract. 
   6. If, in the Initial Subscription Term or any Renewal Term, you exceed your Annual Volume of Calculations by the permitted excess volume that is set out in the Order Form, we will notify you in writing and we reserve the right to:
      1. suspend the SDLT Compass Service until we agree an amendment to your Subscription or Subscription Fees to reflect the additional volume of Calculations; or 
      2. charge you for each additional Calculation over your Annual Volume of Calculations calculated on the basis of the price per Calculation based on your current Subscription Fees and Annual Volume of Calculations; 
   7. You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the SDLT Compass Service that:
      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      2. facilitates illegal activity;
      3. depicts sexually explicit images;
      4. promotes unlawful violence;
      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      6. is otherwise illegal or causes damage or injury to any person or property
       and we reserve the right, without liability or prejudice to our other rights, to disable your access to our SDLT Compass Service in the event of any breach of this clause.
   8. You shall not:
      1. 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 this Contract:
         1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the SDLT Compass Service and/or Documentation (as applicable) in any form or media or by any means; or
         2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the SDLT Compass Service; 
      2. access all or any part of the SDLT Compass Service and Documentation in order to build a product or service which competes with the SDLT Compass Service; 
      3. use the SDLT Compass Service to provide services to third parties other than directly to the individual purchasing or selling a property;
      4. subject to clause 17.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the SDLT Compass Service and/or Documentation available to any third party except the Authorised Users; 
      5. attempt to obtain, or assist third parties in obtaining, access to the SDLT Compass Service and/or Documentation, other than as provided under this clause 5.6; or
      6. introduce, or permit the introduction of, any Virus or Vulnerability into our network and information systems. 
   9. You will use all reasonable endeavours to prevent any unauthorised access to, or use of, the SDLT Compass Service and/or the Documentation and, in the event of any such unauthorised access or use, notify us promptly.
   10. We shall use commercially reasonable endeavours to make the SDLT Compass Service available 24 hours a day, seven days a week, except for:
       1. planned maintenance outside Normal Business Hours which we will notify you in advance on our Site from time to time; 
       2. unscheduled maintenance performed within Normal Business Hours, provided we have used reasonable endeavours to give you as much notice as reasonably possible; and
       3. emergency fixes and repairs performed at any time.
   11. We will, as part of the SDLT Compass Service and at no additional cost to you, provide you with our standard customer support services during Normal Business Hours in accordance with our Support Services Policy. We may amend our Support Services Policy in our sole and absolute discretion from time to time provided that we shall not make any materially adverse changes to it.

6. REFERRALS TO AN APPROVED SDLT ADVISOR
   1. For Subscriptions where the Approved SDLT Advisor referral service is undertaken by you, the following clauses shall apply. 
   2. Our SDLT Compass Service enables referrals to the Approved SDLT Advisor where you have requested such referral to the Approved SDLT Advisor by clicking the “refer” button on screen. On clicking the “refer” button, we will pass your contact information to the Approved SDLT Advisor (together with the contact information of your client) so the Approved SDLT Advisor may:
      1.    contact your client directly; and
      2.    liaise with you in relation to the advice the Approved SDLT Advisor provides.
   3. By clicking the “refer” button on screen, you confirm that you are providing the personal data of your client in compliance with Data Protection Legislation..
   4. You agree to provide us with evidence of your compliance with Data Protection Legislation where we request you to do so.
   5. The Approved SDLT Advisor will provide their advice on the basis of their applicable terms and conditions and a fee that you, or your client, agree with them. Their terms and conditions will be sent directly to your client by the Approved SDLT Advisor using the information you have provided. The Approved SDLT Advisor will use your personal data, and the personal data relating to your client that you have provided, in accordance with their privacy policy. 
   6. We will not be party to the contract between your client and the Approved SDLT Advisor. We make no representation, warranty or commitment in relation to the advice you or your client receive from the Approved SDLT Advisor and shall have no liability or obligation whatsoever of the same. You are solely responsible to your client for your recommendation to them to use the Approved SDLT Advisor for advice on the Calculation provided by the SDLT Compass Service.

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7. Your data
   1. You shall own all right, title and interest in and to all of Your Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Your Data.
   2. We will follow our standard archiving procedures for Your Data (a copy is available on request). In the event of any loss or damage to Your Data, your sole and exclusive remedy against us will be to require us to use reasonable commercial endeavours to restore Your Data that has been lost or damaged from the latest back-up of Your Data we maintain in accordance with our standard archiving procedure. We shall not be responsible for any loss, destruction, alteration or disclosure of Your Data caused by any third party (except those third parties we sub-contract to perform services related to Your Data maintenance and back-up for which it shall remain fully liable under clause 7.9).
   3. Our privacy policy provides information on how we collect and process your personal data through our website and when you subscribe to the SDLT Compass Service  which is available at https://www.compass.tech/privacy-policy or such other website address as may be notified to you from time to time.  We may amend such document from time to time at our sole discretion.
   4. We shall both comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
   5. We both acknowledge that for the purposes of providing you the SDLT Compass Service
   if we process any personal data on your behalf (for example, personal data relating to your client) when performing our obligations under the Contract, you will be the controller and we will be the processor for the purposes of the Data Protection Legislation.
   6. Without prejudice to the generality of clause 7.4, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of the Contract so that we may lawfully use, process and transfer the personal data in accordance with the Contract on your behalf.
   7. Without prejudice to the generality of clause 7.4, we shall, in relation to any personal data we process on your behalf in the performance of our obligations under the Contract:
      1. process that personal data only on your documented written instructions unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to us and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). For the purposes of this clause you are deemed to have given us documented written instructions to process Your Data as reasonably necessary to: (i) allow you to use our SDLT Compass Service; (ii) allow you to fully benefit from the use of the SDLT Compass Service; and (iii) to allow us to fully perform our obligations under our Contract. Where we are relying on Applicable Laws as the basis for processing personal data, we will promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;
      2. not transfer any personal data outside of the United Kingdom unless the following conditions are fulfilled:
         1. either of us have provided appropriate safeguards in relation to the transfer;
         2. the data subject has enforceable rights and effective legal remedies;
         3. we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
         4. we comply with reasonable instructions you notify us in advance with respect to the processing of the personal data;
      3. assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      4. notify you without undue delay on becoming aware of a personal data breach;
      5. at your written direction, delete or return personal data and copies thereof to you on termination of the Contract unless required by applicable lawsto store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use); and
      6. maintain complete and accurate records and information to demonstrate our compliance with this clause 7 and immediately inform you if, in our opinion, an instruction infringes the Data Protection Legislation.
   8. Each of us shall ensure that we have in place appropriate technical and organisational measures 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. You consent to us appointing third party website hosting companies and third party IT support companies as third-party processors of personal data under the Contract. 

8. Your obligations
   1. It is your responsibility to ensure that:
      1. the information you submit to subscribe to our SDLT Compass Service is complete and accurate;
      2. Your Data is complete and accurate and suitable for your purposes;
      3. you co-operate with us in all matters relating to the SDLT Compass Service; and
      4. you provide us with such information and materials we may reasonably require in order to supply the SDLT Compass Service, and ensure that such information is complete and accurate in all respects.
   2. If our ability to provide the SDLT Compass Service is prevented, delayed or otherwise hindered by any failure by you to fulfil any obligation listed in clause 8.1 (Your Default):
      1. we will be entitled to suspend provision of the SDLT Compass Service until you remedy Your Default, and to rely on Your Default to relieve us from the provision of the SDLT Compass Service, in each case to the extent Your Default prevents, delays or otherwise hinders performance of the SDLT Compass Service;
      2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to provide the SDLT Compass Service; and
      3. you shall on written demand reimburse us for any costs or losses we sustain or incur arising from Your Default.

9. Our fees
   1. In consideration for the Subscription, you shall pay the Subscription Fees.
   2. On the Commencement Date, the Subscription Fees will be based on the type of Subscription you select and the Annual Volume of Calculations set out in the Order Form. 
   3. We shall notify you not less than 30 days prior to the end of the Initial Subscription Term and each Renewal Term of any change in Annual Volume of Calculations and/or Subscription Fees that will apply for the next following Renewal Term.
   4. An Additional Fee may be payable for Calculations where the relevant price exceeds the Referral Property Price (depending on the Subscription you have chosen).  Where this is the case, we will notify you of this before undertaking the Calculation and you can elect whether to continue with the Calculation and pay the Additional Fee or cancel the Calculation request.
   5. You shall pay any Additional Fees that you may incur from time to time.  
10. How to pay
    1. You shall provide us with valid, up-to-date and complete credit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details. 
    2. We shall be entitled to invoice you for any Additional Fees at the end of each month. 
    3. You shall pay each invoice within 14 days of receipt, or as otherwise set out in the Order Form, to a bank account nominated in writing by us from time to time.
    4. All amounts and fees are payable in pounds sterling and are, unless otherwise expressly stated in these Terms, non-cancellable and non-refundable. 
    5. If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 14 (Termination):
       1. you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 10.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and/or
       2. we may suspend your access to our SDLT Compass Service without notice.
    6. All amounts payable under the Contract:
       1. are exclusive of VAT, and you shall in addition pay an amount equal to any VAT chargeable to those amounts on delivery of a VAT invoice;
       2.  shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11. Intellectual property rights
    1. All intellectual property rights in or arising out of or in connection with the SDLT Compass Service will be owned by us. 
    2. We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the Contract to use the SDLT Compass Service on the terms set out in the Contract. You may not sub-license, assign or otherwise transfer the rights granted in this clause 11.2.
    3. Subject to the restrictions set out in clauses 5.4 to 5.10 (inclusive) and the other terms of the Contract, we hereby grant to you a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the SDLT Compass Service and the Documentation during the Subscription Term solely for the purposes of providing services directly to the individual purchasing or selling a property.
    4. You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the SDLT Compass Service to you.

12. Limitation of liability
    1. We will not be liable to you for any error or inaccuracy in the calculation of stamp duty land tax using the SDLT Compass Service, if such error or inaccuracy results from any error or inaccuracy in Your Data.  
    2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:some text
       1. death or personal injury caused by negligence;
       2. fraud or fraudulent misrepresentation; and
       3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    3. Subject to clauses 12.1, 1.1 and 12.2, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise arising under or in connection with the Contract for the following types of loss (in each case whether direct or indirect):
       1. loss of profits;
       2. loss of sales or business;
       3. loss of agreements or contracts;
       4. loss of anticipated savings;
       5. loss of use or corruption of software, data or information; and
       6. loss of or damage to goodwill.
    4. Subject to clauses 12.1 and 12.2, our total aggregate liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, in respect of all claims arising in the Initial Subscription Term or Renewal Term under this Contract will be limited to the higher of:
       1. 100% of the total Subscription Fees payable in the Initial Subscription Term or relevant Renewal Term in which the breach occurs; and
       2. the amount specified for limitation of liability in the Order Form. 
    5. We shall not have any liability for a claim unless you notify us in writing that you intend to make a claim within 12 months of you becoming, or ought reasonably to have become, aware of you having grounds to make such claim. 
    6. This clause 12 will survive termination of the Contract.

13. Confidentiality 
    1. We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 13.2.
    2. We each may disclose the other's confidential information:
       1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 13; and
       2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

14. Term and Termination
    1. The Contract shall commence on the Commencement Date and shall continue for the Initial Subscription Term, and thereafter, this Contract shall be automatically renewed for successive Renewal Terms unless:
       1. either party notifies the other party of termination, in writing at least 14 days (or such other period as set out in the Order Form) before the end of the Initial Subscription Term or any Renewal Term, in which case the Contract shall terminate upon expiry of the applicable Initial Subscription Term or Renewal Term; or
       2. otherwise terminated in accordance with this clause 14;
    and the Initial Subscription Term together with any subsequent Renewal Terms shall constitute the Subscription Term. 
    2. You may terminate the Contract for any reason after the first three months of Initial Subscription Term (Trial Period) by giving us not less than 14 days’ written notice prior to the end of the Trial Period.
    3. Without limiting any of our other rights, we may suspend the provision of the SDLT Compass Service, or terminate the Contract with immediate effect by giving written notice to you if:
       1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;
       2. you fail to pay any amount due under the Contract on the due date for payment;
       3. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if a step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
       4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
       5. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
    4. On termination of the Contract for any reason:
       1. all licences granted under this Contract shall immediately terminate and you shall immediately cease all use of the SDLT Compass Service;
       2. you shall immediately pay all of our outstanding invoices;
       3. we shall promptly invoice you for any of the SDLT Compass Service that have been performed but not invoiced and payment for such invoices shall be due immediately on receipt by you. 
    5. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
    6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

15. Events outside our control
    1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control). 
    2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
       1. we will contact you as soon as reasonably possible to notify you; and
       2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange for continued access to the SDLT Compass Service with you after the Event Outside Our Control is over. 
    3. You may terminate the Contract where we cannot provide the SDLT Compass Service due to an Event Outside Our Control which has continued for more than 30 days. 

16. Communications between us
    1. When we refer to "in writing" in these Terms, this includes email.
    2. Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next Working Day delivery service, or email.
    3. A notice or other communication is deemed to have been received:
       1. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address; 
       2. if sent by pre-paid first class post or other next Working Day delivery service, at 9.00 am on the second Working Day after posting; or
       3. if sent by email, at 9.00 am the next Working Day after transmission.
    4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee. 
    5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

17. General
    1. Assignment and transfer.
       1. We may assign or transfer our rights and obligations under the Contract to another entity; and
       2. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing. 
    2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
    3. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
    4. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
    5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms. 
    6. Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English court

BY CLICKING ON THE “client.compass.tech” LINK BELOW YOU AGREE TO THESE AUTHORISED USER TERMS WHICH WILL BIND YOU.

client.compass.tech

1. Who we are
2. Your privacy
3. Changes to these authorised user terms
4. Restrictions on use of our SDLT Compass service
5. Intellectual property rights
6. Referrals to the approved SDLT Advisor
7. Audit Trail

WHO WE ARE

SDLT Compass Limited (company number 13248338) (we, us and our) is a company registered in England and Wales and our registered office is at Milestone House, 18 Nursery Court, Kibworth Business Park, Kibworth Harcourt, Leicestershire, LE8 0EX. Our VAT number is 377787915 . We operate the website https://compass.tech

YOUR PRIVACY

Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in our privacy policy and it is important that you read that information.

Your Data: the data (including personal data relating to your clients) inputted by you or Authorised Users for the purpose of using the SDLT Compass Service.

CHANGES TO THESE AUTHORISED USER TERMS

We may need to change these authorised user terms to reflect changes in law or best practice or to deal with changes made to the online services terms relating to our SDLT Compass Service (our “SDLT Compass Service” is the service you are about to access through this website).
We will notify you of a change when you next log into our SDLT Compass Service.
If you do not accept the notified changes you will not be permitted to continue to use our SDLT Compass Service as an authorised user.

RESTRICTIONS ON USE OF OUR SDLT COMPASS SERVICE

You undertake:

a) you will keep your password secure;

b) you will not access, store, distribute or transmit any Virus (defined below), or any material during the course of your use of the SDLT Compass Service that:

i. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

ii. facilitates illegal activity;

iii. depicts sexually explicit images;

iv. promotes unlawful violence;

v. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

vi is otherwise illegal or causes damage or injury to any person or property;

and we reserve the right, without liability or prejudice to our other rights, to disable your access to our SDLT Compass Service in the event of breaches of the provisions of this clause.

For the purposes of these authorised end user terms “Virus” shall mean any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or 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.

c) You shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement:

i. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the SDLT Compass Service and/or Documentation (as applicable) in any form or media or by any means. For the purpose of these end user terms “Documentation” shall mean the document we make available to you online via https://compass.tech or such other web address we notify you from time to time which sets out a description of the SDLT Compass Service and the user instructions for the  Compass Service; or

ii. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the SDLT Compass Service; or

iii. access all or any part of the SDLT Compass Service and Documentation in order to build a product or service which competes with the SDLT Compass Service and/or the Documentation; or

iv. use the SDLT Compass Service and/or Documentation to provide services to third parties other than in the normal course of business; or

v. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the SDLT Compass Service and/or Documentation available to any third party; or

vi. attempt to obtain, or assist third parties in obtaining, access to the SDLT Compass Service and/or Documentation; or

vii. introduce or permit the introduction of, any Virus (as defined above) or Vulnerability into our network and information systems. For the purposes of these authorised end user terms “Vulnerability” shall mean 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 construed accordingly.

d) You will use all reasonable endeavours to prevent any unauthorised access to, or use of, the SDLT Compass Service and/or the Documentation and, in the event of any such unauthorised access or use, notify us promptly.

INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in or arising out of or in connection with the SDLT Compass Service and Documentation will be owned by us

REFERRALS TO THE APPROVED SDLT ADVISOR

Our SDLT Compass Service enables you to make referrals to one of a panel of Approved SDLT Advisors for advice on the calculation of SDLT provided by the Compass Service. Where you have requested such referral by clicking the “refer” button on screen, we will pass your contact information to the selected Advisor (together with the contact information of your client) so they may:

(a) contact your client directly to contract with them to provide advice; and

(b) liaise with you in relation to the advice they provide.
By clicking the “refer” button on screen, you will be confirming you have the consent of your client, or other legal basis under Data Protection Legislation, to supply their personal data to us for the purpose of:

(a) us using their personal data as necessary to supply our SDLT Compass Service to you;

(b) us using their personal data to refer your client to Cornerstone where you have requested us to do so; and

(c) The selected Advisor using their personal data to contact your client for the purpose of contracting with them when a referral to them is made.
You agree to provide us with evidence of the consent, or other legal basis under Data Protection Legislation, referred to above where we have requested you to do so.

The SDLT Advisors will provide their advice on the basis of their terms and conditions of business. These will be sent directly to your client by them using the information you have provided. They will use your personal data, and the personal data relating to your client that you have provided, in accordance with their Privacy Policy.

We will not be party to the contract between your client and them. Accordingly, we make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation your client’s contract with them. You are solely responsible to your client for your recommendation to them to use an Approved SDLT Advisors for advice on the calculation of SDLT provided by the SDLT Compass Service

AUDIT TRAIL

We do not charge a recurring subscription fee for you to use our SDLT Compass Service. However, in consideration of us providing the SDLT Compass Service you must pay our audit trail fee upon completion of each calculation of stamp duty land tax made using our SDLT Compass Service.

Unless we have otherwise agreed in writing with you, the Audit Trail Fee is the price quoted on our website at the time of you calculating the stamp duty land tax concerned using our SDLT Compass Service.

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PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE

compass.tech is a site operated by SDLT Compass Ltd (“We”). We are registered in England and Wales under company number 13248338 and have our registered office and main trading address at Milestone House, 18 Nursery Court, Kibworth Business Park, Kibworth Harcourt, Leicestershire, LE8 0EX. Our VAT number is 333260532.

WE ARE A LIMITED COMPANY

To contact us, please email support@compass.tech or telephone our customer service line on 0333 305 0956.

By using our site you accept these terms
By using our site, you confirm that you accept these terms of use and that you agree to comply with them.
If you do not agree to these terms, you must not use our site.
We recommend that you print a copy of these terms for future reference.
There are other terms that may apply to you
These terms of use refer to the following additional terms, which also apply to your use of our site:
Our Privacy Policy. See further under how we may use your personal information.
Our Cookie Policy, which sets out information about the cookies on our site.
If you subscribe to our SDLT Compass service, our SDLT Compass service subscription terms and conditions will apply to your subscription.

WE MAY MAKE CHANGES TO THESE TERMS

We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time.

WE MAY MAKE CHANGES TO OUR SITE

We may update and change our site from time to time

WE MAY SUSPEND OR WITHDRAW OUR SITE

Our site is made available free of charge – except you need to pay for access to our SDLT Compass service.
We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons.
You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

OUR SITE IS ONLY FOR USERS IN THE UK

Our site is directed to people residing in the United Kingdom because its focus is SDLT/LBTT/LTT related. We do not represent that content available on or through our site is appropriate for use or available in other locations.

HOW YOU MAY USE MATERIAL ON OUR SITE

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged. You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors. If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

DO NOT RELY ON INFORMATION ON THIS SITE

The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely (except to the extent you subscribe to our SDLT Compass service). You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date. We are not responsible for websites we link to.

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
Our responsibility for loss or damage suffered by you
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
Different limitations and exclusions of liability will apply to liability arising as a result of your subscription to our SDLT Compass service, which will be set out in our SDLT Compass service subscription terms and conditions.
We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.
We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
use of, or inability to use, our site; or use of or reliance on any content displayed on our site.
In particular, we will not be liable for the following (whether such loss is direct or indirect):
loss of profits, sales, business, or revenue;
business interruption;
loss of anticipated savings; or loss of business opportunity, goodwill or reputation.
How we may use your personal information
We will only use your personal information as set out in our privacy policy.

WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM

We do not guarantee that our site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software. You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

RULES ABOUT LINKING TO OUR SITE

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our site in any website that is not owned by you. Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice. If you wish to link to or make any use of content on our site other than that set out above, please contact admin@sdltcompass.co.uk.

WHICH COUNTRY’S LAWS APPLY TO ANY DISPUTES?

These terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

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Our website uses cookies to distinguish you from other users of our website. This helps us to provide you with a good experience when you browse our website and also allows us to improve our website.

A cookie is a small file of letters and numbers that we store on your browser or the hard drive of your computer if you agree. Cookies contain information that is transferred to your computer’s hard drive.

We use the following cookies:

• Strictly necessary cookies. These are cookies that are required for the operation of our website. They include, for example, cookies that enable you to log into secure areas of our website, use a shopping cart or make use of e-billing services].
• Analytical or performance cookies. These allow us to recognise and count the number of visitors and to see how visitors move around our website when they are using it. This helps us to improve the way our website works, for example, by ensuring that users are finding what they are looking for easily.
• Functionality cookies. These are used to recognise you when you return to our website. This enables us to [personalise our content for you, greet you by name and remember your preferences].
• Targeting cookies. These cookies record your visit to our website, the pages you have visited and the links you have followed. We will use this information to make our website [and the advertising displayed on it] more relevant to your interests.

You can find more information about the individual cookies we use and the purposes for which we use them in the table below:

[Please note that the following third parties may also use cookies, over which we have no control. These named third parties may include, for example, advertising networks and providers of external services like web traffic analysis services. These third party cookies are likely to be analytical cookies or performance cookies or targeting cookies:

Google Analytics

You can block cookies by activating the setting on your browser that allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or parts of our website.

Except for essential cookies, all cookies will expire after your browser session is over.

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SDLT COMPASS SERVICE SUBSCRIPTION TERMS AND CONDITIONS

1. About us
2. Additional definitions used in these terms
3. Our contract with you
4. Subscribing to our SDLT Compass Service
5. Our SDLT Compass Service
6. Referrals to the approved SDLT Advisor
7. Your data
8. Your obligations
9. Our fees
10. How to pay
11. Complaints
12. Intellectual property rights
13. Limitation of liability
14. Confidentiality
15. Termination
16. Events outside our control
17. Communications between us
18. General

Your attention is particularly drawn to the provisions of clause 13 (Limitation of liability).

1. ABOUT US

1.1   Company details. SDLT Compass Limited (company number 13248338) (we and us) is a company registered in England and Wales and our registered office is at Milestone House, 18 Nursery Court, Kibworth Harcourt, Leicester, England, LE8 0EX. Our VAT number is 333260532. We operate the website https://compass.tech

1.2   Contacting us. You can contact our customer service team by telephone at 0333 305 0956 or by e-mail on support@sdltcompass.co.uk. How to give us formal notice of any matter under our contract with you is set out in clause 2.

2. ADDITIONAL DEFINITIONS USED IN THESE TERMS

2.1   These terms and conditions (Terms) contain certain defined terms. In many instances these definitions are set out in the main body of these Terms. However, in addition to the definitions set out in the main body of these Terms, the following additional definitions shall apply:

(a) Approved SDLT Advisor: an SDLT advisor where we have been asked to refer you to them by you or a user of our SDLT Compass Service for the calculation of SDLT provided by the SDLT Compass Service and we have confirmed our approval of them to you in writing;

(b) Authorised Users: those of your employees, agents and independent contractors who are authorised by you to use the SDLT Compass Service and the Documentation;

(c) Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);

(d) Documentation: the document(s) or videos we make available to you online or such other web address we notify you from time to time which sets out the user instructions for the SDLT Compass Service;

(e) Normal Business Hours: 00 am to 6.00 pm local UK time, each Working  Day;

(f) SDLT Compass Service: the subscription service we provide to you under the Contract (as defined in clause 3.1) via client.compass.tech or any other website notified to you from time to time, as more particularly described in the Documentation;

(g) Subscription Term: the period commencing on the Commencement Date (as  defined in clause 4.3) and ending on termination of the Contract (as defined in clause 3.1);

(h) Support Services Policy: our policy for providing support in relation to the SDLT Compass Service as made available at client.compass.tech or such other website address as we may notify you from time to time;

(i) UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;

(j) Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or 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;

(k) 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 construed accordingly;

(l) Working Day: a day of the week other than a Saturday, Sunday or public holiday in England;

(m) you and your: means: (a) you as an individual, but only if you are a sole trader acting in the course of business when you subscribe to our SDLT Compass Service; or (b) the business (whether partnership, company or other incorporated or unincorporated body) on whose behalf you subscribe to our SDLT Compass Service; and

(n) Your Data: the data (including personal data relating to your clients) inputted by you or Authorised Users for the purpose of using the SDLT Compass Service.

3. OUR CONTRACT WITH YOU

3.1   Our contract. These Terms apply to your subscription to our SDLT Compass Service and the supply of the SDLT Compass Service by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3.2   Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

3.3   Language. These Terms and the Contract are made only in the English language.

3.4   Your copy. You should print off a copy of these Terms or save them to your computer for future reference.

4. SUBSCRIBING TO OUR SDLT COMPASS SERVICE

4.1   Subscribe to our SDLT Compass Service. Please follow the onscreen prompts to subscribe to our SDLT Compass Service. You may only subscribe using the method set out on the Site. Your request to subscribe to our SDLT Compass Service is subject to these Terms.

4.2   Correcting input errors. Our process to subscribe to our SDLT Compass Service allows you to check and amend any errors before submitting your subscription request to us. Please check your subscription request carefully before confirming it. You are responsible for ensuring that your request to subscribe to our SDLT Compass Service is complete and accurate.

4.3   Accepting your request to subscribe to our SDLT Compass Service. Our acceptance of your request to subscribe to our SDLT Compass Service takes place when we send you a ‘welcome’ email (Welcome email), at which point and on which date (Commencement Date) the Contract between you and us will come into existence.

4.4   If we cannot accept your subscription request. If we are unable to accept your request to subscribe to our SDLT Compass Service for any reason, we will inform you of this by email and we will not process your request to subscribe to our SDLT Compass Service.

4.5   Term. The Contract shall commence on the Commencement Date and shall continue, unless terminated as provided in clause 15, until either party gives notice to terminate in writing at any time.

5. OUR SDLT COMPASS SERVICE

5.1   Descriptions and illustrations. Any descriptions or illustrations on our Site are published for the sole purpose of giving an approximate idea of the SDLT Compass Services described in them. They will not form part of the Contract or have any contractual force.

5.2   Compliance with specification. Subject to our right to amend the specification (see clause 3) we will supply the SDLT Compass Service to you in accordance with the specification for the SDLT Compass Service appearing in the Documentation and on our Site at the date you subscribe to our SDLT Compass Service in all material respects.

5.3   Changes to specification. We reserve the right to amend the specification of the SDLT Compass Service if required by any applicable statutory or regulatory requirement or if the amendment will not materially adversely affect the nature or quality of the SDLT Compass Service, and we will notify you in advance of any such amendment.

5.4   Reasonable care and skill. We warrant to you that the SDLT Compass Service will be provided using reasonable care and skill.

5.5   Exclusions. Clauses 5.2 and 5.4 shall not apply to the extent of any non-conformance with those provisions is caused by use of the SDLT Compass Service contrary to our instructions or the Documentation, or modification or alteration of the SDLT Compass Service by any third party. If the SDLT Compass Service does not conform clauses 5.2 or 5.4, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes your sole and exclusive remedy for any breach of clauses 5.2 and 5.4.

5.6   Specific exclusions. We:

(a)   do not warrant that:

(i)   your use of the SDLT Compass Service will be uninterrupted or error-free; or

(ii)   the SDLT Compass Service will be free from Vulnerabilities; and

(b)   are 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 SDLT Compass Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.7   Licence for Authorised Users. Subject to the restrictions set out in clauses 8 to 5.14 (inclusive) and the other terms and conditions of the Contract, we hereby grant to you a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the SDLT Compass Service and the Documentation during the Subscription Term solely for your internal business operations.

5.8   Authorised Users. In relation to the Authorised Users, you undertake that:

(a)   each Authorised User shall keep a secure password for his use of the SDLT Compass Service and Documentation;

(b)   you shall maintain a written, up to date list of current Authorised Users and provide such list to us within 5 Working Days of our written request at any time or times;

(c)   you shall permit us or our designated auditor to electronically audit the SDLT Compass Service in order to establish the name and password of each Authorised User to audit compliance with the Contract. Each such audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business; and

(d)   if any of the audits referred to in clause 5.8(c) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to our other rights, you shall promptly disable such passwords and we shall not issue any new passwords to any such individual.

5.9   Restrictions on use of the SDLT Compass Service. You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the SDLT Compass Service that:

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

(b)   facilitates illegal activity;

(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 damage or injury to any person or property;

and we reserve the right, without liability or prejudice to our other rights, to disable your access to our SDLT Compass Service in the event of breaches to the provisions of this clause.

5.10   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 this Contract:

(i)   attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the SDLT Compass Service 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 SDLT Compass Service; or

(b)   access all or any part of the SDLT Compass Service and Documentation in order to build a product or service which competes with the SDLT Compass Service and/or the Documentation; or

(c)   use the SDLT Compass Service and/or Documentation to provide services to third parties other than in the normal course of business; or

(d)   subject to clause 18.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the SDLT Compass Service 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 SDLT Compass Service and/or Documentation, other than as provided under this clause 5.7; or

(f)   introduce or permit the introduction of, any Virus or Vulnerability into our network and information systems.

5.11   You will use all reasonable endeavours to prevent any unauthorised access to, or use of, the SDLT Compass Service and/or the Documentation and, in the event of any such unauthorised access or use, notify us promptly.

5.12   SDLT Compass Service availability. We will, during the Subscription Term, provide the SDLT Compass Service and make available the Documentation to you on and subject to the terms of the Contract.

5.13   We shall use commercially reasonable endeavours to make the SDLT Compass Service available 24 hours a day, seven days a week, except for:

(a)   planned maintenance;

(b)   unscheduled maintenance performed outside Normal Business Hours, provided we have used reasonable endeavours to give you as much notice as reasonably possible; and

(c)   emergency fixes and repairs performed at any time, provided we have used our reasonable endeavours to perform these outside Normal Business Hours.

5.14   We will, as part of the SDLT Compass Service and at no additional cost to you, provide you with our standard customer support services during Normal Business Hours in accordance with our Support Services Policy in effect at the time that the SDLT Compass Service is provided. We may amend our Support Services Policy in our sole and absolute discretion from time to time.

6. REFERRALS TO THE APPROVED SDLT ADVISOR

6.1   Our SDLT Compass Service enables referrals to the Approved SDLT Advisor where you have requested such referral to the Approved SDLT Advisor by clicking the “refer” button on screen, we will pass your contact information to the Approved SDLT Advisor (together with the contact information of your client) so the Approved SDLT Advisor may:

(a)   contact your client directly to contract with them to provide their advice; and

(b)   liaise with you in relation to the advice the Approved SDLT Advisor provides.

6.2   By clicking the “refer” button on screen, you confirm you have the consent of your client, or other legal basis under Data Protection Legislation, to supply their personal data to us for the purpose of:

(a)   us using their personal data as necessary to supply our SDLT Compass Service to you;

(b)   us using their personal data to refer your client to the Approved SDLT Advisor where you have requested us to do so; and

(c)   the Approved SDLT Advisor using their personal data to contact your client for the purpose of contracting with them when a referral to the Approved SDLT Advisor is made.

6.3   You agree to provide us with evidence of the consent, or other legal basis under Data Protection Legislation, referred to in clause 2 where we have requested you to do so.

6.4   The Approved SDLT Advisor will provide their advice on the basis of their terms and conditions and a fee that you, or your client, agree with them. Their terms and conditions will be sent directly to your client by the Approved SDLT Advisor using the information you have provided. The Approved SDLT Advisor will use your personal data, and the personal data relating to your client that you have provided, in accordance with their privacy policy. Please contact the Approved SDLT Advisor for a copy of the same.

6.5   We will not be party to the contract between your client and the Approved SDLT Advisor . Accordingly, we make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation your client’s contract with the Approved SDLT Advisor e You are solely responsible to your client for your recommendation to them to use the Approved SDLT Advisor for advice on the calculation of SDLT provided by the SDLT Compass Service.

7. YOUR DATA

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

7.2   We will follow our standard archiving procedures for Your Data (a copy is available on request). In the event of any loss or damage to Your Data, your sole and exclusive remedy against us will be to require us to use reasonable commercial endeavours to restore Your Data that has been lost or damaged from the latest back-up of Your Data we maintain in accordance with our standard archiving procedure. We shall not be responsible for any loss, destruction, alteration or disclosure of Your Data caused by any third party (except those third parties we sub-contract to perform services related to Your Data maintenance and back-up for which it shall remain fully liable under clause 9).

7.3   We shall, in providing the SDLT Compass Service, comply with our privacy policy relating to the privacy of Your Data available at https://www.compass.tech/privacy-policy or such other website address as may be notified to you from time to time, as we may amend such document from time to time at our sole discretion.

7.4   We shall both comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

7.5   We both acknowledge that:

(a)   if we process any personal data on your behalf (for example, personal data relating to your client) when performing our obligations under the Contract, you will be the controller and we will be the processor for the purposes of the Data Protection Legislation; and

(b)   the scope, nature and purpose of our processing, the duration of the processing and the types of personal data and categories of data subject can be found by following this link compass.tech/t-cs

‍7.6   Without prejudice to the generality of clause 4, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of the Contract so that we may lawfully use, process and transfer the personal data in accordance with the Contract on your behalf.

7.7   Without prejudice to the generality of clause 4, we shall, in relation to any personal data we process on your behalf in the performance of our obligations under the Contract:

(a)   process that personal data only on your documented written instructions unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to us and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). For the purposes of this clause you are deemed to have given us documented written instructions to process Your Data as reasonably necessary to:

(i) allow you to use our SDLT Compass Service;

(ii) allow you to fully benefit from the use of the SDLT Compass Service; and

(iii) to allow us to fully perform our obligations under our Contract. Where we are relying on Applicable Laws as the basis for processing personal data, we will promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;

(b)   not transfer any personal data outside of the United Kingdom unless the following conditions are fulfilled:

(i)   either of us have provided appropriate safeguards in relation to the transfer;

(ii)   the data subject has enforceable rights and effective legal remedies;

(iii)   we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(iv)   we comply with reasonable instructions you notify us in advance with respect to the processing of the personal data;

(c)   assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(d)   notify you without undue delay on becoming aware of a personal data breach;

(e)   at your written direction, delete or return personal data and copies thereof to you on termination of the Contract unless required by Applicable Law to store the personal data (and for these purposes the term “delete” shall mean to put such data beyond use); and

(f)   maintain complete and accurate records and information to demonstrate our compliance with this clause 7 and immediately inform you if, in our opinion, an instruction infringes the Data Protection Legislation.

7.8   Each of us shall ensure that we have in place appropriate technical and organisational measures 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).

7.9   You consent to us appointing third party website hosting companies and third party IT support companies as third-party processors of personal data under the Contract.

8. YOUR OBLIGATIONS

8.1   It is your responsibility to ensure that:

(a)   the terms of your request to subscribe to our SDLT Compass Service are complete and accurate;

(b)   Your Data is complete and accurate and suitable for your purposes;

(c)   you co-operate with us in all matters relating to the SDLT Compass Service; and

(d)   you provide us with such information and materials we may reasonably require in order to supply the SDLT Compass Service, and ensure that such information is complete and accurate in all material respects.

8.2   If our ability to provide the SDLT Compass Service is prevented, delayed or otherwise hindered by any failure by you to fulfil any obligation listed in clause 1 (Your Default):

(a)   we will be entitled to suspend provision of the SDLT Compass Service until you remedy Your Default, and to rely on Your Default to relieve us from the provision of the SDLT Compass Service, in each case to the extent Your Default prevents, delays or otherwise hinders performance of the SDLT Compass Service. In certain circumstances Your Default may entitle us to terminate the Contract under clause 15 (Termination);

(b)   we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to provide the SDLT Compass Service; and

(c)   it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

9. OUR FEES

9.1   We do not charge a recurring subscription fee for you to use our SDLT Compass Service. However, in consideration of us providing the SDLT Compass Service you must pay our audit trail fee (Audit Trail Fee) upon completion of each calculation of stamp duty land tax made using our SDLT Compass Service.

9.2   Unless we have otherwise agreed in writing with you, the Audit Trail Fee is the price quoted on our Site at the time of you calculating the stamp duty land tax concerned using our SDLT Compass Service.

9.3   You warrant that each Authorised User has actual authority to incur the Audit Trail Fees on your behalf by initiating calculation of the stamp duty land tax concerned using our SDLT Compass Service.

9.4   We take all reasonable care to ensure that the prices as stated on our Site are correct at the time when the relevant information was entered into the system. However, please see clause 7 for what happens if we discover an error in the price of the audit trail.

9.5   We reserve the right to increase the Audit Trail Fee (including any special rates otherwise agreed with you) on reasonable notice to you.

9.6   Our Audit Trail Fee (including any special rates otherwise agreed with you) are inclusive of VAT.

9.7   It is always possible that, despite our reasonable efforts, the Audit Trail Fee on our Site may be incorrectly priced. Where the correct price for the Audit Trail Fee is less than the price stated on our Site, we will charge the lower amount and if the correct price for the Audit Trail Fee is higher than the price stated on our Site, we will contact you as soon as possible to inform you of this error and we will charge you the higher correct price.

10. HOW TO PAY

10.1   By using our SDLT Compass Service to calculate stamp duty land tax, you agree to pay the applicable Audit Trail Fee for each calculation. Every seven-days we will send you a disbursement fee invoice of all Audit Trail Fees payable in respect of audit trails for each calculation of stamp duty land tax made using our SDLT Compass Service. You shall pay such disbursement fee invoice within seven days of the date of the invoice concerned.

10.2  You can pay for the Audit Trail Fee using a debit card or credit card. We accept the following cards:

Mastercard

Visa

10.3   You can also pay by direct debit. Your designated bank account will be charged for the Audit Trail Fee on the date set out in your disbursement fee invoice.

10.4   Where you are calculating stamp duty land tax using our SDLT Compass Service, you authorise us to bill the debit or credit card registered against your account for the Audit Trail Fee due at any time after our disbursement fee invoice becomes due for payment. Where you are paying by direct debit, you authorise us to collect the Audit Trail Fee due by direct debit on the date set out in your disbursement fee invoice.

10.5   All amounts and fees are payable in pounds Sterling and are, unless otherwise expressly stated in these Terms, are non-cancellable and non-refundable.

10.6   If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 15 (Termination):

(a)   you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and/or

(b)   we may suspend your access to our SDLT Compass Service without notice.

10.7  We shall each pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11. COMPLAINTS

11.1  If a problem arises or you are dissatisfied with the SDLT Compass Service, we have a comprehensive complaints policy https://compass.tech/privacy-policy

12. INTELLECTUAL PROPERTY RIGHTS

12.1  All intellectual property rights in or arising out of or in connection with the SDLT Compass Service will be owned by us.

12.2   We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to use the SDLT Compass Service in your business on the terms set out in the Contract. You may not sub-license, assign or otherwise transfer the rights granted in this clause 2.

12.3   You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the SDLT Compass Service to you.

13. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

13.1   We will not be liable to you for any error or inaccuracy in the calculation of stamp duty land tax using the SDLT Compass Service if such error or inaccuracy results from any error or inaccuracy in Your Data.

13.2   Any insurance backed indemnity we offer (as set out on our Site) shall apply only to low risk stamp duty land tax calculations (as identified on-screen on completion of the stamp duty land tax calculation) and not to any high risk stamp duty land tax calculations (as identified on-screen on completion of the stamp duty land tax calculation).

13.3   Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a)   death or personal injury caused by negligence;

(b)   fraud or fraudulent misrepresentation; and

(c)   breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

13.4   Subject to clauses 1, 13.2 and 13.3, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise arising under or in connection with the Contract for the following types of loss (in each case whether direct or indirect):

(a)   loss of profits;

(b)   loss of sales or business;

(c)   loss of agreements or contracts;

(d)   loss of anticipated savings;

(e)   loss of use or corruption of software, data or information; and

(f)   loss of or damage to goodwill.

13.5  Subject to clauses 1, 13.2 and 13.3, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the higher of:

(a)   100% of the total Audit Trail Fees you have paid under the Contract in the 12-months immediately preceding the event giving rise to the liability in question; and

(b)   the amount paid by our professional indemnity insurer following a successful claim in respect of the liability in question.

13.6   Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of you having grounds to make a claim in respect of the event and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

13.7   This clause 13 will survive termination of the Contract.

14. CONFIDENTIALITY

14.1   We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 2.

14.2   We each may disclose the other’s confidential information:

(a)   to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 14; and

(b)   as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3   Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.

15. TERMINATION

15.1   The provision of the SDLT Compass Service or the Contract may be terminated by you or us giving not less than 30 (thirty) days’ notice in writing to the other party.

15.2   Without limiting any of our other rights, we may suspend the provision of the SDLT Compass Service, or terminate the Contract with immediate effect by giving written notice to you if:

(a)   you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;

(b)   you fail to pay any amount due under the Contract on the due date for payment;

(c)   you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if a step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(d)   you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

(e)   your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

15.3   On termination of the SDLT Compass Service or the Contract for any reason:

15.3.1   you shall immediately pay all of our outstanding invoices;

15.3.2   we shall promptly invoice you for any of the SDLT Compass Service that have been performed but not invoiced and payment for such invoices shall be due immediately on receipt by you.

15.4   Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

15.5   Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

16. EVENTS OUTSIDE OUR CONTROL

16.1   We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

16.2   If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

(a)   we will contact you as soon as reasonably possible to notify you; and

(b)   our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange for continued access to the SDLT Compass Service with you after the Event Outside Our Control is over.

16.3   You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less a reasonable amount for your use of the SDLT Compass Service up to the date of the occurrence of the Event Outside Our Control.

17. COMMUNICATIONS BETWEEN US

17.1   When we refer to “in writing” in these Terms, this includes email.

17.2   Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next Working Day delivery service, or email.

17.3   A notice or other communication is deemed to have been received:

(a)   if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b)   if sent by pre-paid first class post or other next Working Day delivery service, at 9.00 am on the second Working Day after posting; or

(c)   if sent by email, at 9.00 am the next Working Day after transmission.

17.4   In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email that such email was sent to the specified email address of the addressee.

17.5   The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

18. GENERAL

18.1   Assignment and transfer.

(a)   We may assign or transfer our rights and obligations under the Contract to another entity; and

(b)   You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

18.2   Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

18.3   Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

18.4   Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

18.5   Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

18.6   Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.

‍

Your attention is particularly drawn to paragraphs 4 and 11 of this privacy policy

Introduction

Welcome to SDLT Compass Limited’s privacy policy. References to personal data in this privacy policy includes information relating to you and your client in connection with our website

SDLT Compass Limited respects your privacy and is committed to protecting your personal data. This privacy policy will inform you as to how we look after your personal data. Typically we will collect your personal data when you visit our website (regardless of where you visit it from) or subscribe to, or use, our SDLT Compass Service client.compass.tech Alternatively, we may be given your personal data by users of our SDLT Compass Service. This privacy policy tells you about your privacy rights and how the law protects you.

This privacy policy is provided in a layered format so you can click through to the specific areas set out below. Please also use the Glossary to understand the meaning of some of the terms used in this privacy policy.

1. Important information and who we are
2. The personal data we collect about you
3. How is your personal data collected?
4. How we use your personal data
5. Disclosures of your personal data
6. International transfers
7. Data security
8. Data retention
9. Your legal rights
10. Glossary

1. IMPORTANT INFORMATION AND WHO WE ARE

Purpose of this privacy policy

This privacy policy aims to give you information on how SDLT Compass Limited collects and processes your personal data. Typically, we will:

· collect your personal data through your use of this website, including any personal data you may provide through this website when you subscribe to, or use, our SDLT Compass Service; or

· be given your personal data by users of our SDLT Compass Service – usually because you have asked them to pass your personal data to us (for example, as part of a referral) or because it is necessary as part of your contract with the user of our SDLT Compass Service (for example, as part of an SDLT calculation).

It is important that you read this privacy policy together with any other privacy policy or fair processing policy we may provide on specific occasions when we are collecting or processing personal data about you so that you are fully aware of how and why we are using your personal data. This privacy policy supplements other notices and privacy policies and is not intended to override them.

Controller

In most cases SDLT Compass Limited is the controller (but see the exceptions in the “Processor” section below) and responsible for your personal data (collectively referred to as “we”, “us” or “our” in this privacy policy).

A controller is an individual or legal person (such as a company), public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data.

Processor

Where we have been given your personal data by a user of our SDLT Compass Service, we will be the processor of your personal data. The controller will be the company, business or organisation (usually your professional adviser) who has given us your personal data when they have been using our SDLT Compass Service. They will have ultimate responsibility for your personal data.

A processor is an individual or legal person (such as a company), public authority, agency or other body which processes personal data on behalf of the controller.

If you have any questions

We have appointed a data privacy manager who is responsible for overseeing questions in relation to this privacy policy. If you have any questions about this privacy policy, including any requests to exercise your legal rights, please contact the data privacy manager using the details set out below.

Contact details

If you have any questions about this privacy policy or our privacy practices, please contact our data privacy manager in the following ways:

Email address: support@sdltcompass.co.uk

Postal address: Milestone House, 18 Nursery Court, Kibworth Business Park, Kibworth Harcourt, Leicester, Leicestershire, United Kingdom, LE8 0EX

You have the right to make a complaint at any time to the Information Commissioner’s Office (ICO), the UK supervisory authority for data protection issues (www.ico.org.uk). We would, however, appreciate the chance to deal with your concerns before you approach the ICO so please contact us in the first instance.

Changes to the privacy policy and your duty to inform us of changes

We keep our privacy policy under regular review. This version was last updated on 16 June 2022,

It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us.

Third-party links

This website may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our website, we encourage you to read the privacy policy of every website you visit.

2. THE PERSONAL DATA WE COLLECT ABOUT YOU

Personal data, or personal information, means any information about an individual (i.e., you) from which that person (again, you) can be identified. It does not include data where the identity has been removed (anonymous data).

We may collect, use, store and transfer different kinds of personal data about you which we have grouped together as follows:

· Identity Data includes first name, maiden name, last name, username or similar identifier, marital status, title, date of birth and gender.

· Contact Data includes billing address, delivery address, email address and telephone numbers.

· Financial Data includes bank account and payment card details.

· Transaction Data includes details about payments to and from you and other details of services you have purchased from us.

· Technical Data includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform, and other technology on the devices you use to access this website.

· Profile Data includes your username and password, purchases or orders made by you, your interests, preferences, feedback and survey responses.

· Usage Data includes information about how you use our website and services.

· Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.

We also collect, use and share Aggregated Data such as statistical or demographic data for any purpose. Aggregated Data could be derived from your personal data but is not considered personal data in law as this data will not directly or indirectly reveal your identity. For example, we may aggregate your Usage Data to calculate the percentage of users accessing a specific website feature. However, if we combine or connect Aggregated Data with your personal data so that it can directly or indirectly identify you, we treat the combined data as personal data which will be used in accordance with this privacy policy.

We do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, and genetic and biometric data). Nor do we collect any information about criminal convictions and offences.

If you fail to provide personal data

Where we need to collect personal data by law, or under the terms of a contract we have with you, and you fail to provide that personal data when requested, we may not be able to perform the contract we have or are trying to enter into with you (for example, to provide you with access to our SDLT Compass Service). In this case, we may have to cancel your access to our SDLT Compass Service but we will notify you if this is the case at the time.

3. HOW IS YOUR PERSONAL DATA COLLECTED?

We use different methods to collect personal data from and about you including through:

· Direct interactions. You, or your employer (or the business on whose behalf you are using our SDLT Service), may give us your Identity Data, Contact Data and Financial Data by filling in forms or by corresponding with us by post, phone, email or otherwise. This includes personal data you provide, or your employer (or the business on whose behalf you are using our SDLT Service) provides, when you:

• place an order to subscribe to our SDLT Compass Service;
• create an account on our website;
• subscribe to our SDLT Compass Service;
• request marketing to be sent to you; or
• give us feedback or contact us.

· Automated technologies or interactions. As you interact with our website, we will automatically collect Technical Data about your equipment, browsing actions and patterns. We collect this personal data by using cookies, server logs and other similar technologies. Please see our cookie policy for further details.

· Third parties. We will receive personal data about you from various third parties as set out below:

• Identity Data, Contact Data and Transaction Data from your employer (or the business on whose behalf you are using our SDLT Compass Service).
• Contact Data, Financial Data and Transaction Data from providers of payment services.
• Identify Data and Contact Data from users of our SDLT Compass Service – usually because you have asked them to pass your personal data to us (for example, as part of a referral) or because it is necessary as part of your contract with the user of our SDLT Compass Service (for example, as part of an SDLT calculation).

4. HOW WE USE YOUR PERSONAL DATA

We will only use your personal data when we have a lawful basis to do so. Most commonly, we will use your personal data in the following circumstances:

• Where we need to perform the contract we are about to enter into or have entered into with you or your employer (or the business on whose behalf you are using our SDLT Service) – for example, for your or their use of our SDLT Compass Service.
• Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.
• Where we need to comply with a legal obligation.

Click here to find out more about the types of lawful basis that we will rely on to process your personal data.

Generally, we do not rely on consent as a lawful basis for processing your personal data although we will get your consent before sending third party direct marketing communications to you via email or text message. You have the right to withdraw consent to marketing at any time by contacting us.

Purposes for which we will use your personal data

We have set out below, in a table format, a description of all the ways we plan to use your personal data, and which of the lawful basis we rely on to do so. We have also identified what our legitimate interests are where appropriate.

Note that we may process your personal data for more than one lawful basis depending on the specific purpose for which we are using your personal data. Please contact us if you need details about the specific legal basis we are relying on to process your personal data where more than one ground has been set out in the table below.

Purpose/ActivityType of dataLawful basis for processing including basis of legitimate interestTo register you, or your employer (or the business on whose behalf you are using our SDLT Service),  as a new customer

(a) Identity Data

(b) Contact Data

(a) Performance of a contract with you

(b) Necessary for our legitimate interests (performance of a contract with your employer (or the business on whose behalf you are using our SDLT Service))

To process and deliver your order, or that of your employer (or the business on whose behalf you are using our SDLT Service), to subscribe to our SDLT Compass Service including:

(a) Manage payments, fees and charges

(b) Collect and recover money owed to us

(a) Identity Data

(b) Contact Data

(c) Financial Data

(d) Transaction Data

(e) Marketing and Communications Data

(a) Performance of a contract with you

(b) Necessary for our legitimate interests (performance of a contract with your employer (or the business on whose behalf you are using our SDLT Service))

(c) Necessary for our legitimate interests (to recover debts due to us)

To manage our relationship with you, or your employer (or the business on whose behalf you are using our SDLT Service), which will include:

(a) Notifying you about changes to our terms or privacy policy

(b) Asking you to leave a review or take a survey

(a) Identity Data

(b) Contact Data

(c) Profile Data

(d) Marketing and Communications Data

(a) Performance of a contract with you

(b) Necessary for our legitimate interests (performance of a contract with your employer (or the business on whose behalf you are using our SDLT Service))

(c) Necessary to comply with a legal obligation

(d) Necessary for our legitimate interests (to keep our records updated and to study how customers use our services)

To administer and protect our business and this website (including troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting of data)

(a) Identity

(b) Contact Data

(c) Technical Data

(a) Necessary for our legitimate interests (for running our business, provision of administration and IT services, network security, to prevent fraud and in the context of a business reorganisation or group restructuring exercise)

(b) Necessary to comply with a legal obligation

To use data analytics to improve our website, services, marketing, customer relationships and experiences

(a) Technical

(b) Usage

Necessary for our legitimate interests (to define types of customers for our services, to keep our website updated and relevant, to develop our business and to inform our marketing strategy)To refer you to third parties for goods and services that may be of interest to you

(a) Identity

(b) Contact

(c) Marketing and Communications

(a)       Necessary for our legitimate interests (to develop our products/services and grow our business)

(b)       Consent

To refer you to Cornerstone Tax 2020 Limited (or members of its group where we have been asked to do so by you or a user of our SDLT Compass Service; and where you are the user making the referral, to manage your referral to Cornerstone Tax 2020 Limited (or members of its group).

(a)  Identity

(b) Contact

(a) Necessary for our legitimate interests: (i) to grow our business and make referrals that we reasonably believe have been requested by you or a user of our SDLT Compass Service; or (ii) performance of a contract with your employer (or the business on whose behalf you are using our SDLT Service).

(b) Performance of a contract with you.

Marketing

We strive to provide you with choices regarding certain personal data uses, particularly around marketing and advertising.  Please email us at contact@compass.tech to inform us where you have made certain decisions about your personal data use.

Promotional offers from us

We may use your Identity Data, Contact Data, Technical Data, Usage Data and Profile Data to form a view on what we think you may want or need, or what may be of interest to you. This is how we decide which products, services and offers may be relevant for you (we call this marketing).

You will receive marketing communications from us if:

• you have requested information from us; or
• purchased goods or services from us and you have not opted out of receiving that marketing.

Third-party marketing

We will get your express opt-in consent before we share your personal data with any third party for marketing purposes. The only exception to this is that we will disclose your Identity Data and Contact Data to Cornerstone Tax 2020 Limited (or members of its groupwhere you or a user (usually your professional advisor) of our SDLT Compass Service has referred you to Cornerstone Tax 2020 Limited (or members of its group  www.sdltcompass.co.uk/partners-and-clients/. In this case we will rely on your consent or the consent of such user of our SDLT Compass Service.

Opting out

You can ask us or third parties to stop sending you marketing messages at any time by following the opt-out links on any marketing message sent to you or by contacting us at any time.

Where you opt out of receiving these marketing messages, this will not apply to personal data provided to us as a result of a service purchase or other transactions.

Cookies

You can set your browser to refuse all or some browser cookies, or to alert you when websites set or access cookies. If you disable or refuse cookies, please note that some parts of this website may become inaccessible or not function properly. For more information about the cookies we use, please see our Cookie Policy.

Change of purpose

We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us.

If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.

Please note that we may process your personal data without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.

5. DISCLOSURES OF YOUR PERSONAL DATA

We may share your personal data with the parties set out below for the purposes set out in the table above.

• External Third Parties as set out in the Glossary.
• Third parties to whom we may choose to sell, transfer or merge parts of our business or our assets. Alternatively, we may seek to acquire other businesses or merge with them. If a change happens to our business, then the new owners may use your personal data in the same way as set out in this privacy policy.

We require all third parties to respect the security of your personal data and to treat it in accordance with the law. We do not allow our third-party service providers to use your personal data for their own purposes and only permit them to process your personal data for specified purposes and in accordance with our instructions.

6. INTERNATIONAL TRANSFERS

We do not transfer your personal data outside the European Economic Area (EEA).

7. DATA SECURITY

We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.

We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.

8. DATA RETENTION

How long will you use my personal data for?

We will only retain your personal data for as long as reasonably necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, regulatory, tax, accounting or reporting requirements. We may retain your personal data for a longer period in the event of a complaint or if we reasonably believe there is a prospect of litigation in respect to our relationship with you.

To determine the appropriate retention period for personal data, we consider the amount, nature and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal, regulatory, tax, accounting or other requirements.

By law we have to keep basic information about our customers (including Contact Data, Identity Data, Financial Data and Transaction Data) for six years after they cease being customers for tax purposes.

In some circumstances you can ask us to delete your data: see your legal rights below for further information.

In some circumstances we will anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes, in which case we may use this information indefinitely without further notice to you.

9. YOUR LEGAL RIGHTS

Under certain circumstances, you have rights under data protection laws in relation to your personal data. Please click on the links below to find out more about these rights:

• Request access to your personal data compass.tech/contact-us/.
• Request correction of your personal data compass.tech/contact-us/.‍
• Request erasure of your personal data compass.tech/contact-us/.
• ‍Object to processing of your personal data compass.tech/contact-us/.‍
• Request restriction of processing your personal data compass.tech/contact-us/.
• ‍Request transfer of your personal data compass.tech/contact-us/.
• ‍Right to withdraw consent compass.tech/contact-us/.

If you wish to exercise any of the rights set out above, please contact us.

No fee usually required

You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we could refuse to comply with your request in these circumstances.

What we may need from you

We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.

Time limit to respond

We try to respond to all legitimate requests within one month. Occasionally it could take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.

10. GLOSSARY

LAWFUL BASIS

Legitimate interest means the interest of our business in conducting and managing our business to enable us to give you the best service/product and the best and most secure experience. We make sure we consider and balance any potential impact on you (both positive and negative) and your rights before we process your personal data for our legitimate interests. We do not use your personal data for activities where our interests are overridden by the impact on you (unless we have your consent or are otherwise required or permitted to by law). You can obtain further information about how we assess our legitimate interests against any potential impact on you in respect of specific activities by contacting us.

Performance of contract means processing your personal data where it is necessary for the performance of a contract to which you are a party or to take steps at your request before entering into such a contract.

Comply with a legal obligation means processing your personal data where it is necessary for compliance with a legal obligation that we are subject to.

THIRD PARTIES

External Third Parties

• Service providers acting as processors based in the EEA who provide website hosting services and IT support services.
• Professional advisers including bankers, auditors and insurers based in the United Kingdom who provide banking, insurance and accounting services.
• Cornerstone Tax 2020 Limited (or members of its group but only where you or a user (usually your professional advisor) of our SDLT Compass Service has referred you to Cornerstone Tax 2020 Limited (or members of its group

YOUR LEGAL RIGHTS

You have the right to:

Request access to your personal data (commonly known as a “data subject access request”). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it.

Request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.

Request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.

Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.

Request restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data in the following scenarios:

• If you want us to establish the personal data’s accuracy.
• Where our use of the personal data is unlawful but you do not want us to erase it.
• Where you need us to hold the personal data even if we no longer require it as you need it to establish, exercise or defend legal claims.
• You have objected to our use of your personal data but we need to verify whether we have overriding legitimate grounds to use it.

Request the transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.

Withdraw consent at any time where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.

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