Self Assessments Terms and Conditions
1. Background
1.1 Terranova.Network Limited is a company incorporated in England and Wales with company number 11273793 and registered address at 1 Lyric Square, London, England, W6 0NB (“GetGround”, “us”, “we” or “our”).
1.2 In this Agreement, "you", “your” or the “Client” means an individual who agrees to this Agreement with GetGround for the provision of the Services.
2. Accepting this Agreement
2.1 These terms and conditions (the “Agreement”) form the basis of the agreement between you and us in respect of the Services and provide you with important information about the Services offered by us.
2.2 In this Agreement, capitalised words, expressions and rules of interpretation have the meanings ascribed to them in the Clause 3 (Definitions and interpretation).
2.3 This Agreement contains legally binding terms and conditions and so it is in your interests to read this Agreement carefully before using the Services. Please contact us as soon as possible if there is anything in this Agreement that you do not understand.
2.4 This Agreement is effective on the date you accept this Agreement (the “Effective Date”) and you will be bound by this Agreement from the Effective Date.
2.5 A copy of this Agreement will be available to you Help Center on our website which can be found here.
2.6 If you do not agree to this Agreement you must not use the Services for any purpose whatsoever.
2.7 This Agreement relates only to the provision of the Services by us to you. Where we, or another member of the GetGround Group, provide additional services to you, those services will be governed by other terms and conditions as appropriate.
3. Definitions and interpretation
3.1 The following definitions and rules of interpretation apply in this Agreement.
“Affiliates” means any person, a subsidiary of that person or a holding company of that person or any other subsidiary of that holding company;
“Aggregated Data” has the meaning given to it in Clause 17.4 (Data Protection);
“Applicable Laws” means any and all applicable laws, legislation, by-laws, decisions, notices, statutes, orders, rules (including any rules or decisions of court), regulations, directives, edicts, schemes, warrants, local government rules, statutory instruments or other delegated or subordinate legislation and any directions, codes of practice issued pursuant to any legislation, voluntary codes, other instruments made or to be made under any statute and codes of conduct and mandatory guidelines (including in all cases those that relate to audit, accounting or financial reporting) and which have legal effect, whether local, national, international or otherwise existing from time to time, together with any similar instrument having legal effect in the relevant circumstances, and shall include, for the avoidance of doubt, anti-money laundering requirements;
“Business Days” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
“Cancellation Period” has the meaning given to it in Clause 10.2 (Termination);
“Effective Date” has the meaning given to it in Clause 2.4 (Accepting this Agreement);
“GetGround Group” means us and our Affiliates;
“GetGround Platform” means GetGround’s online property investment platform and website or any other platform, website, portal and/or application notified to the Client by GetGround from time to time;
"HMRC" means HM Revenue and Customs, the United Kingdom government department responsible for the administration and collection of taxes, duties, and related matters;
“Intellectual Property Rights” means without limitation, rights in all:
a) patents, patent disclosures, and inventions (whether patentable or not);
b) trademarks, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith;
c) copyrights and copyrightable works (including computer programs), and rights in data and databases;
d) trade secrets, know-how, and other confidential information;
e) industrial designs and design rights; and
f) all other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“KYC Checks” means Know Your Customer (KYC) checks, anti-money laundering checks and any other checks as determined by GetGround in its sole discretion; and
“Services” means the services that we provide to you under this Agreement which are set out in Schedule 1 (Services).
3.2 Unless otherwise stated, references to Clauses are to clauses of this agreement.
3.3 The clause and paragraph headings and the table of contents used in this agreement are inserted for ease of reference only and shall not affect construction.
3.4 Words in the singular include the plural and vice versa and references to one gender include all genders.
3.5 A reference to a person includes an individual, firm, partnership, company, association, organisation or trust (in each case whether or not having a separate legal personality).
3.6 A reference to a party is to a party to this agreement and includes the respective successors or permitted assigns of an original party.
3.7 Any words following the terms including, include, includes, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
4. Onboarding
4.1 We have legal obligations to verify your identity and to obtain certain information in order to comply with the Applicable Laws, including anti-money laundering laws and regulations.
4.2 As part of the onboarding process, we may request certain information from you so that we can, for example, perform fraud checks, sanctions checks, anti-money laundering checks, screen our users against ‘Politically Exposed Person’ and international sanctions’ lists and comply with Applicable Laws. We will also collect and process your information for these purposes. We may use a third party provider as part of these processes and may be required to disclose your personal information to credit reference and fraud prevention or financial crime agencies.
4.3 You acknowledge and agree that:
4.3.1 you will complete all steps required, in GetGround’s reasonable opinion, to ensure that you are capable of being accepted as a customer of GetGround, in accordance with the requirements of GetGround’s KYC Checks and all Applicable Laws; and
4.3.2 we may make and hold a record of this information as required by Applicable Laws.
4.3.3 You agree that any information you submit to us about yourself, during the onboarding process is true, accurate, current, complete and not misleading. If any information which you have provided to us is no longer true, accurate, current, complete or is misleading, you should notify us, in writing, as soon as possible.
5. Services
5.1 We agree to provide the Services with reasonable skill and care and in a manner that materially conforms to the description of the Services set out in Schedule 1 (Services).
5.2 You will provide us with all information, documents or clarifications, which we may reasonably request from you from time to time for the purposes of (i) verifying the information you have provided to us, (ii) to allow us to provide the Services, or (iii) as required under Applicable Laws, including as required by anti-money laundering laws and regulations.
5.3 You acknowledge that we and our representatives, including any subcontractors, will rely on the information and documentation that you provide for all purposes in respect of this Agreement and the provision of the Services. Unless you have informed us otherwise, we are entitled to treat every action taken in relation to the Services as an action authorised and undertaken by you.
5.4 You agree that any information you submit to us as part of the provision of the Services is true, accurate, current, complete, not misleading and will be provided in a timely manner. If any information which you have provided to us is no longer true, accurate, current, complete or is misleading, you should notify us, in writing, as soon as possible. We shall not be liable for any penalties or fines that arise as a result of the inaccuracy of the information provided or a delay in providing the same.
5.5 You accept full responsibility for any mistakes that you make when providing any information and/or documentation that is required as part of the Services. We shall not be responsible or liable for any errors, inaccuracies or omissions in any information or documentation that is generated by us, our subcontractors or any third parties, where these arise from incorrect information that you have supplied.
5.6 If you do not provide us with the required information, or if you provide inaccurate, incomplete or misleading information, or, at our sole discretion we determine that the information you have provided puts us at risk of breaching Applicable Laws we may decline to provide you with the Services.
5.7 If you require any amendments to the information or documentation prepared as part of the Services, you agree that you will provide reasonable prior notice of such amendments to allow sufficient time for the necessary changes to be made.
5.8 You acknowledge that you are solely responsible for any and all tax, fees, charges, penalties or other costs arising in connection with the Services. We shall not be liable for such amounts and you shall indemnify us for any liabilities incurred in accordance with Clause 13 (Indemnity).
5.9 You acknowledge that the provision of the Services may depend on the availability and proper functioning of third-party services and systems (including, without limitation, those operated by HMRC and other government bodies, financial institutions or service providers). We shall not be responsible for any outages, errors or application programming interface failures from any third party or for the accuracy or completeness of any information and/or documentation that is provided by any third party.
5.10 You shall verify that any information or documentation generated, displayed, or made available to you through the Services (including any information or documentation provided by any third party as part of the Services) is accurate, correct, and reflects the information that you originally provided, including verifying such information prior to it being submitted to HMRC.
5.11 Whilst all reasonable efforts have been made to ensure information provided is accurate, up-to-date, relevant and free from bias and bugs, we cannot guarantee or be responsible for the accuracy, relevance and/or the completeness of the information provided by third parties such as HMRC. Therefore, we encourage you to verify any information provided in connection with the Services before taking any action or making any decisions based on the information received.
5.12 Where the availability of the Services is affected by the unavailability, interruption, or reduced functionality of any third-party services or systems (including, without limitation, those operated by HMRC and other government bodies, financial institutions or service providers), we shall have no obligation to provide any alternative means of access to the Services or to otherwise mitigate the impact of such unavailability, interruption, or reduced functionality.
5.13 The Services consist solely of the preparation, calculation and/or submission of tax information based on the information you provide to us. We do not verify the accuracy or completeness of that information. The Services do not include, and must not be relied upon as, legal, tax, investment, financial or other professional advice. You remain solely responsible for the accuracy and completeness of all information provided to us and for obtaining independent professional advice where required. Any information generated, prepared or submitted by us as part of the Services is provided strictly for administrative purposes and should not be taken as a recommendation, endorsement or comprehensive statement of your tax or financial position.
5.14 Unless you have informed us otherwise, we are entitled to treat every action taken in relation to the Services as an action authorised and undertaken by you.
6. Accessing the GetGround Platform and Services
6.1 Should you at any point be required to access the GetGround Platform as part of the provision of the Services, we do not promise that it will be available at all times or that your use of the GetGround Platform and/or the Services will be uninterrupted.
6.2 We make no guarantee that the GetGround Platform is appropriate or available for use in locations outside of the UK. If you choose to access the GetGround Platform and/or the Services from locations outside the UK, you acknowledge you do so at your own risk and are responsible for compliance with local laws where they apply.
6.3 We shall not be responsible for any delay, disruption or inability to access or use the GetGround Platform which is caused (in whole or in part) by the unavailability, interruption, or reduced functionality of any third-party services or systems.
6.4 We may suspend or restrict our Services or access to or operation of the GetGround Platform at any time if you are in breach of this Agreement. We are not obliged to give you any reason for our actions in this regard nor are we liable for any loss you may incur as a result.
7. Acceptable use and restrictions
7.1 Your use of the Services and the GetGround Platform must at all times comply with this Agreement and Applicable Laws.
7.2 We reserve the right to take any action we deem appropriate if we reasonably believe you have breached this Clause 7 (Acceptable use and restrictions). This action may include but is not limited to, refusing to act on your instruction and actions in relation to the Services.
7.3 As a condition of your use of the GetGround Platform and the Services, you agree not to:
7.3.1 misuse or attack the GetGround Platform by introducing/uploading/transmitting viruses, trojans, worms, logic bombs or any other material which is malicious or technologically harmful (such as by way of a denial-of-service attack);
7.3.2 use any electronic device, software, algorithm and/or dealing method or strategy to manipulate any aspect of the GetGround Platform;
7.3.3 copy, distribute, modify, reverse engineer, decompile or attempt to extract the source code of the GetGround Platform or any part that composes it;
7.3.4 attempt to compromise the security of the GetGround Platform;
7.3.5 attempt to gain unauthorised access to the GetGround Platform, the server on which the GetGround Platform is stored or any server, computer or database connected to the GetGround Platform;
7.3.6 use the GetGround Platform in a way which may be offensive and cause harm or reputational damage to us;
7.3.7 use the GetGround Platform to conduct illegal or immoral activities; or
7.3.8 post, send or share defamatory, offensive, intimidating, illegal, racist, discriminatory, obscene or inappropriate content in any form through the GetGround Platform.
7.4 You are solely responsible for ensuring the safe keeping of any passwords or security credentials connected to your usage of the GetGround Platform and the Services and we are not responsible for anything that happens on your account on the GetGround Platform as a result of a person accessing your account through a failure to keep your password and security credentials safe. You must not disclose your passwords or security credentials to any third party.
Your obligations
8.1 When you accept this Agreement and use the Services, you acknowledge, represent and warrant, as applicable, that:
8.1.1 you are eligible to use the Services (in accordance with Clause 4 (Onboarding));
8.1.2 have full power and capacity to enter into and perform this Agreement;
8.1.3 you are acting on your own behalf;
8.1.4 you have read and understood our privacy policy which can be found here (“Privacy Policy”) and will comply at all times with applicable data protection laws;
8.1.5 by using the GetGround Platform, you are responsible for your own investment decisions and have sufficient knowledge and experience to make those decisions and understand the risks associated with making such investments; and
8.1.6 you shall execute and deliver such documents and perform such acts as may be reasonably required by us for the purpose of giving full effect to this Agreement and the Services.
8.2 You covenant and agree to notify us, in writing, immediately if:
8.2.1 there is any change in any information concerning you that might reasonably be expected to affect our provision of the Services to you, including a change of (as applicable):
a) tax residency;
b) tax rates and personal allowances;
c) address or contact details; and
8.2.2 you believe or have reason to believe that you have breached this Agreement.
9. Fees
9.1 Any fees payable will be as notified to you by GetGround from time to time (“Fees”).
9.2 You acknowledge and agree that you are wholly liable for the Fees and will pay our Fees for the relevant Services.
10. Termination
10.1 This Agreement shall commence on the Effective Date and shall continue, unless terminated earlier in accordance with this Clause 10 (Termination).
10.2 You may cancel this Agreement up to 14 calendar days after the Effective Date (the “Cancellation Period”) by written notice via email at gethelp@getground.co.uk.
10.3 You may terminate this Agreement at any time after the Cancellation Period and for any reason by giving us at least 30 days’ prior written notice via email at gethelp@getground.co.uk.
10.4 We may terminate this Agreement at any time for any reason by giving you at least 30 days' prior written notice via email or via the GetGround Platform.
10.5 We may also immediately terminate this Agreement, if any of the following circumstances occur:
10.5.1 we have restricted or suspended our Services or access to the GetGround Platform in accordance with Clause 6.4 (Accessing the GetGround Platform and Services);
10.5.2 you commit a material breach and that breach is irremediable or if such breach is remediable you fail to remedy it within 30 days of being notified in writing of the breach;
10.5.3 you have repeatedly breached any of the terms of this Agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to the terms of this Agreement;
10.5.4 if we are required to do so under Applicable Laws or by court order, a governmental or supervisory authority or regulatory body; or
10.5.5 we reasonably believe that providing you with the Services would be in breach of Applicable Laws or expose us to action or censure from any law enforcement or government or regulatory body.
11. Consequences of termination
11.1 Upon the termination of this Agreement we will cease to act for you or on your behalf in relation to the Services.
11.2 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
11.3 Termination or expiry of this Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry.
11.4 We shall not be liable to you or any third party for the termination or suspension of the Services or any claims related to such termination or suspension.
11.5 When the Agreement is terminated, we will retain your information and related documents to the extent and time necessary to maintain the Services and to comply with Applicable Laws.
12. Disclaimers and no warranty
12.1 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law with respect to the Services and any content provided directly or indirectly through the GetGround Platform, whether express or implied, are, to the fullest extent permitted by Applicable Laws, excluded from this Agreement.
12.2 We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the GetGround Platform, and will not be a party to or in any way be responsible for monitoring any transaction between you and such third-party providers of products or services. You are solely responsible for all of your communications and interactions with other persons with whom you communicate or interact as a result of your use of the Services.
12.3 During the provision of the Services, GetGround may display content which has been obtained from third party sources. GetGround is not responsible for the accuracy of such content.
12.4 GetGround will not be held liable for:
12.4.1 any anomaly relating to a hardware or software malfunction of one or more elements your network or other third-party software or integrations;
12.4.2 your improper use of the Services or contrary to its intended use pursuant to the Agreement;
12.4.3 an incompatibility between the software providing the Services and the hardware or software you implement and use;
12.4.4 a breach in the electronic communication networks, a slowdown or saturation of the internet;
12.4.5 a contamination of your information system by a computer virus or malware;
12.4.6 a fraudulent intrusion in your computer systems;
12.4.7 any unauthorised intervention of a third party on the software used for the Services through your account on the GetGround Platform; and
12.4.8 any voluntary act of damage, maliciousness, sabotage or deterioration, due to a case of Force Majeure as defined in Clause 22 (Force Majeure).
12.5 We cannot promise that the Services will be fit or suitable for any purpose. Any reliance that you may place on the information provided as part of the Services is entirely at your own risk. You alone assume the sole responsibility of evaluating the merits and risks associated with the use of any information or other content provided to you before making any decisions based on such information or other content.
12.6 All our Services, content and the GetGround Platform are provided on an ‘as is’ and ‘as available’ basis.
13. Indemnity
13.1 You will indemnify and hold harmless us, the GetGround Group and its officers, directors, agents, partners, employees, licensors and representatives (together the “Service Providers”), from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable legal fees, arising from or relating to:
13.1.1 your use of the Services;
13.1.2 any act, error, or omission of your use of the Services, in connection therewith, including, but not limited to, matters relating to incorrect, incomplete, or misleading information;
13.1.3 violation of any Applicable Laws or your failure to comply with your legal, tax or regulatory obligations; or
13.1.4 any assessment, investigation or enforcement action by HMRC or any other authority relating to your tax affairs.
14. Limitation of liability
14.1 References to liability in this Clause 14 (Limitation of liability) include every kind of liability arising under or in connection with this Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
14.2 Subject to Clause 14.1 above and to the fullest extent permitted by Applicable Laws, our maximum aggregate liability to you in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in any way related to this Agreement, shall not exceed the total amount of the Fees paid by you to us pursuant to this Agreement during the 12 months immediately preceding the date on which the claim arose.
14.3 Subject to Clause 14.2 above, (i) liability for liquidated damages, and (ii) the following types of loss, is/are wholly excluded under this Agreement:
14.3.1 loss of profits;
14.3.2 loss of sales or business;
14.3.3 loss of agreements or contracts;
14.3.4 loss of anticipated savings;
14.3.5 loss of use or corruption of software, data or information;
14.3.6 pure economic loss;
14.3.7 loss of or damage to goodwill; and
14.3.special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement.
14.4 GetGround makes no warranties nor assumes any liability in respect of the accuracy, quality or nature of any information that is provided through the Services. The Services are used entirely at your own risk. You agree that GetGround will not be liable to you in any way including for any loss, financial or otherwise that you may suffer as a result of or in connection with your use of the Services.
14.5 Nothing in this Agreement limits any liability which cannot be excluded or limited by applicable laws and regulations, including liability for (i) death or personal injury caused by negligence, or (ii) fraud or fraudulent misrepresentation.
14.6 We are not liable to you if we fail to comply with this Agreement because of circumstances beyond our reasonable control (including those set out at Clause 22 (Force Majeure)).
14.7 We shall not be liable for, and you shall remain solely responsible for, any tax, penalties, fines, interest, charges, sanctions or any other costs that are imposed by any third parties (including but not limited to HMRC or any other authority in connection with your tax obligations), regardless of whether such amounts arise directly or indirectly in connection with the provision of the Services.
14.8 We shall not be liable for any failure in submission or filing to HMRC by either us or any subcontractors where this is for reasons beyond our control or for any fines or penalties that arise as a result of this.
14.9 We shall not be liable for any delays by any third parties (including, but not limited to, HMRC) with finalising, approving and/or providing any information that has been requested to allow for the provision of the Services.
15. Intellectual property
15.1 The GetGround Group owns any applicable documentation, specifications, written instructions or explanatory material related to the installation, operation, use or maintenance of the Services and the GetGround Platform and any subsequent versions thereof (“Licensed Work”), and all improvements, modifications and derivative works thereof and all Intellectual Property Rights therein or relating thereto are and shall remain the exclusive property of the GetGround Group or its licensors as the case may be.
15.2 Except as set forth in this Agreement, we do not grant any rights to the Services or Licensed Work to you. You further acknowledge that the GetGround Group retains all right, title and interest in the Licensed Work including all rights to patent, copyright and trade secrets.
15.3 All Intellectual Property Rights which are created pursuant to the provision of the Services by us (other than those which subsist in your personal data) shall vest on creation in the GetGround Group and shall remain our sole property.
15.4 You acknowledge and agree that the Licensed Work constitutes and contains valuable proprietary products and trade secrets of the GetGround Group, embodying confidential information, ideas and expressions.
15.5 You agree not to challenge, directly or indirectly, any right or interest of the GetGround Group in the Services or Licensed Work nor the validity or enforceability of our rights under Applicable Laws. You agree not to directly or indirectly register, apply for registration or attempt to acquire any legal protection for, or any proprietary rights in, the Services or Licensed Work or to take any other action which may adversely affect GetGround Group’s rights or interests in the Services or Licensed Work in any jurisdiction.
16. Confidentiality
16.1 Information of a confidential nature that you provide to us will be treated as such and will not be used for any purpose other than in connection with the provision of the Services and to improve and expand our products and services.
16.2 We may disclose your confidential information:
16.2.1 where required by Applicable Laws or in order to comply with a valid request by a regulatory body, government agency, a court order, or other legal or administrative reporting requirements;
16.2.2 to investigate or prevent fraud or other illegal activity;
16.2.3 to our employees, auditors, affiliates, professional advisers or subcontractors as needed to assist or enable the proper performance of the Services;
16.2.4 for any reason as necessary to fulfil our obligations under this Agreement or applicable to the Services you are using, including for purposes ancillary to the provision of the Services; and
16.2.5 at your request or with your consent.
16.3 You agree to keep strictly confidential any of our information designated or marked as confidential, or any information which would reasonably be regarded as being of a confidential or proprietary nature. You agree that you shall not disclose any such information save to the extent any disclosure is:
16.3.1 required by Applicable Laws;
16.3.2 disclosed to your professional advisers or auditors; or
16.3.3 made following our prior written approval.
17. Data protection
17.1 In providing the Services, we will collect and process personal data relating to you as required in order for us to provide the Services. We act as an independent data controller in respect of such personal data. We will process that personal data in accordance with applicable data protection laws and our Privacy Policy and pursuant to Clause 8 (Your Obligations) you warrant that you have read and understood our Privacy Policy.
17.2 You acknowledge and agree that any information or documentation that you share with us in connection with the Services may be shared by us with (i) our Affiliates, (ii) service providers and other third parties (including HMRC), and (iii) any subcontractors that we may appoint to provide the Services in accordance with Clause 18 (Delegation), as reasonably required by us to perform the Services.
17.3 You agree that we may aggregate and use your metadata (including but not limited to structural, descriptive, administrative, statistical data) and usage data (including but not limited to access or use of certain areas of the GetGround Platform) (“Aggregated Data”). Provided that it does not reveal any information that is personally identifiable, we may use such Aggregated Data, both during and after the Term, (i) for our own internal, statistical analysis, (ii) to develop and improve the Services, and (iii) to create and distribute reports and other materials regarding the use of the Services.
17.4 You are responsible for ensuring that any person to whom you provide your personal data in connection with the Services is properly authorised, and we will not be liable for any actions taken, or information submitted to HMRC, by such persons.
18. Delegation
18.1 We may appoint another person to perform all or part of the Services provided that we take all reasonable steps to ensure that the subcontractor and/or delegate is suitably competent and qualified to do so. We will not require your consent to delegate any part of the Services but we will ensure that any subcontracting and/or delegation does not have a materially negative effect on you and will comply with Applicable Laws.
19. Notices
19.1 Any notice or other communication (whether written, oral, electronic or otherwise) between the parties shall be in English.
19.2 Unless otherwise stated in this Agreement, notices shall be sent by email using the email address you have provided to us. Our email address for the service of notices is: notices@getground.co.uk.
19.3 Any notice or other communication will be deemed to have been received if sent by email, at 9.00 am on the next Business Day after it is sent.
20. Amendments
20.1 We may amend this Agreement at any time and for any reason (including to add new terms or amend existing terms to reflect changes in our business, services or products or how we provide them) by placing a new version on our website. We may provide you with notice of any material changes where reasonable, but notice is not a condition of such changes taking effect.
20.2 If you do not agree to any amendments pursuant to Clause 20.1 above, you have the right to terminate this Agreement under Clause 10 (Termination). You will be deemed to have accepted any updates or amendments to this Agreement if you continue to use the Services after the updated Agreement has been placed on our website. Any amended version of this Agreement will supersede any previous version of the Agreement agreed by you.
21. Assignment and other dealings
21.1 This Agreement is personal to you and you shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under this Agreement, without our prior written consent (such consent not to be unreasonably conditioned, withheld or delayed).
21.2 We may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and/or obligations under this Agreement.
22. Force majeure
22.1 We shall not be in breach of our obligations under this Agreement nor shall we be liable for any loss or damage incurred or suffered by you if there is any total or partial failure of, or any delay or interruption in, the performance of our duties and/or obligations under this Agreement resulting from any events or circumstances beyond our control.
23. Entire agreement
23.1 This Agreement constitutes the entire agreement between us and you with respect to the Services and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understanding, whether written or oral, with respect to its subject matter.
23.2 Except as required by statute, no terms will be implied (whether by custom, usage, course of dealing or otherwise) into this Agreement.
23.3 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
24. Severance
24.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
24.2 If any provision or part-provision of this Agreement is deemed deleted under Clause 24.1 above the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
25. Waiver
25.1 A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
25.2 A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
25.3 A party that waives a right or remedy provided under this Agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
26. No partnership or agency
26.1 Unless expressly stated otherwise in this Agreement, nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor authorise any party to make any commitments for or on behalf of any other party.
26.2 Unless expressly stated otherwise in this Agreement, each party confirms it is acting on its own behalf and not for the benefit of any other person and neither party shall have the authority to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
27. Third party rights
27.1. Except as expressly provided in this Agreement, no provision of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it. The parties may without limit or restriction vary this Agreement or any provision of it which may be enforced by a third party or otherwise amend this Agreement in such a way as to extinguish or alter the third party’s entitlement under any such provision without the consent of that third party.
28. Complaints
28.1 Should you have any complaints regarding the Agreement and/or the Services, you may put your concerns in writing to GetGround setting out the details of your complaint, using the following email address: complaints@getground.co.uk.
28.2 GetGround will consider and investigate each complaint carefully and aim to respond fully within 15 Business Days of receipt of your written complaint in accordance with GetGround’s complaints policy which can be found here.
29.1 This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.
29.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
Schedule 1 - Services
Upon you completing the onboarding checks as specified in this Agreement, we will provide the following services (the “Services”):
Self Assessment Filings
- Functionality to allow you to submit the information required to prepare the SA302 (Self Assessment Calculation) and SA100 (Self Assessment Tax Return) forms (together the “SA Forms”)
- Liaising with any relevant third parties and subcontractors and preparation of the SA Forms
- Circulation of the SA Forms for your review and approval
- Circulation of the SA100 for signature
- Uploading signed SA Forms to the documents area of your GetGround dashboard
- Submission of the signed SA100 to HMRC
- Online support from GetGround’s support and accounting team during business hours