T&C's

Website Terms

SDLT COMPASS SERVICE SUBSCRIPTION TERMS AND CONDITIONS

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

‍

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.

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.

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.

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.
  ‍
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
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.

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.

‍

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.
1. 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.
2. 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.
3. 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).
4. 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.

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.

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.
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).

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.

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.

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.

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.
1. 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.
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:
  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.
3. 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.
4. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
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.

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.

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.

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