Thank you for selecting the Services offered by MJ Software Solutions Limited (referred to as "MJ Software", "we", "our", or "us"). Review these Terms of Service ("Agreement") thoroughly. This Agreement is a legal agreement between you and MJ Software. By accepting electronically (for example, clicking "I Agree"), installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions as its authorised representative, in which case the terms “you” or “your” will refer to such entity and its affiliates as well as you. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register, and use or access the Services as an authorised representative.
This Agreement describes the terms governing your use of the MJ Software’s Services. It includes by reference:
• MJ Software’s Privacy Statement - link
• Additional Terms and Conditions, which may include those from third parties.
• Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, data processing agreements, etc.
You must be at least 18 years of age to use our Services. By accessing or using our Services you agree that:
• You can form a binding contract with MJ Software;
• You are not a person who is prohibited from receiving the Services under the laws of the England and Wales, or any other applicable jurisdiction; and
• You will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations, including import and export regulations.
2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by MJ Software. MJ Software reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, MJ Software grants to you a personal, limited, nonexclusive, non-transferable right and license to use the Services.
2.2 You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
• Provide access to or give any part of the Services to any unauthorised third party.
• Reproduce, modify, copy, deconstruct, sell, trade or resell the Services.
• Make the Services available on any file-sharing or application hosting service.
For Services offered on a payment or subscription basis, the following terms apply if you are the User paying for the Services, unless MJ Software or its third-party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
• Payments will be billed to you by MJ Software in pounds sterling (£), (plus any and all applicable taxes, including without limitation) as shown in the product ordering and subscription terms, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
• You must pay with one of the following:
1. PayPal payment
2. Standing Order
3. Pre-paid via BACS, cheque or standing order;
4. By another payment option MJ Software provides to you in writing.
• If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse your use of the Services.
• MJ Software Solutions will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services are cancelled or terminated under this Agreement.
• Additional cancellation or renewal terms may be provided to you on the website for the Services.
4.1. Data Processing and Privacy. MJ Software is the controller of the personal information it processes about you when you use the Services and (b) You acknowledge that MJ Software will process your personal information as described in our Privacy Statement when you use our Services.
5.1 You are responsible for your content/data. You are responsible for all materials, data, and personal information ("Content") uploaded, posted or stored through your use of the Services. Please ensure you backup/archive your content/data frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. MJ Software is not responsible for the Content or data you submit through the Services. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
• Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;
• Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;
• Except as permitted by MJ Software in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
• Virus, trojan horse, worm or other disruptive or harmful software or data; and
• Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.
5.2 MJ Software may freely use feedback you provide. You agree that MJ Software may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant MJ Software a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to MJ Software in any way.
6.1 Unless specifically included with the Services, MJ Software is not in the business of providing legal, financial, accounting, tax, health care or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
6.2 We may tell you about other MJ Software services. You may be offered other services, products, or promotions. Additional terms and conditions and fees may apply.
6.3 Communications. MJ Software may be required by law to send you communications about the Services or third party products. You agree that MJ Software may send these communications to you via email or by posting them on our websites.
6.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact MJ Software if you become aware of any unauthorised access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
7.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MJ SOFTWARE, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,"SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. MJ SOFTWARE AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF ENGLAND AND WALES ANY IMPLIED WARRANTIES IN RESPECT TO THE SERVICES, SOFTWARE, AND CONTENT ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
7.2 MJ SOFTWARE AND THEIR SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.
8. LIMITATION OF LIABILITY AND INDEMNITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF MJ SOFTWARE, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, MJ SOFTWARE, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET MJ SOFTWARE SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF MJ SOFTWARE AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF MJ SOFTWARE, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE. NOTWITHSTANDING THE FOREGOING, NO PROVISION OF THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY TO THE EXTENT THAT SUCH EXCLUSION OR LIMITATION IS PROHIBITED BY THE APPLICABLE LAWS OF ENGLAND AND WALES AND FOR THE AVOIDANCE OF DOUBT IN MJ SOFTWARE DOES NOT EXCLUDE LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) ANY OTHER LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED BY CONTRACTUAL AGREEMENT OF THE PARTIES.
You agree to indemnify and hold MJ Software and its affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable legal fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). MJ Software reserves the right, in its sole discretion and at its own expense, to assume the exclusive defence and control of any Claims. You agree to reasonably cooperate as requested by MJ Software in the defence of any Claims.
We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.
MJ Software may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect MJ Software’s rights to any payments due to it.
This Agreement will be governed by the laws of England and Wales, without regard to its conflicts of law principles. Notwithstanding the foregoing, you acknowledge that your breach (or an apprehension of breach) of any provisions of this Agreement, or any infringement (or apprehension of infringement) of MJ Software or its Suppliers’ intellectual property rights may cause MJ Software irreparable damage for which recovery of money damages would be inadequate. Accordingly, you agree that MJ Software shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction, notwithstanding the previous sentence) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by you or otherwise to protect MJ Software’s rights under this Agreement. The parties hereby submit to the exclusive jurisdiction of the courts of England and Wales and you agree that you will procure that any third party making a claim against MJ Software arising out of this Agreement shall bring such claim exclusively in the English courts and subject to the limitations and exclusions of liabilities provided for in this Agreement.
You agree that we may preserve data where and to the extent required for compliance with any order or notice, whether issued to MJ Software or to you, and whether issued by any court, tribunal, regulatory authority, arbitral tribunal or any body or authority exercising judicial, quasi-judicial, regulatory, or arbitral power or authority, requiring the preservation of any data, information documents or Content (a "Preservation Order"). To the extent that a Preservation Order has been issued to you, you acknowledge that you are solely responsible for your compliance with it.
This Agreement, including the Additional Terms below, is the entire agreement between you and MJ Software and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of MJ Software. However, MJ Software may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by MJ Software or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact MJ Software via an email to: firstname.lastname@example.org
Last updated November 2018
Your use of the following Services provided by MJ Software are subject to the General Terms of Service above and these Additional Terms and Conditions. These Additional Terms and Conditions will prevail over any conflict or inconsistency with the General Terms of Service.
Each of the following products and services are referred to in this Agreement as a “Service” and together as the “Services”:
• 1.1. MJ CMS – is an online web site content management system, allowing businesses to manage their web site content.
• 1.2. MJ MTD Link is a desktop solution, not requiring any hosted services, but solely provides a method for sending information to the HM Revenue & Customs. No financial data is held within the software.
• 1.3. Modification to Services. We have the right, in our sole discretion, to revise, update, or otherwise modify the Services or alter your access to the Services; and for material changes, to the extent reasonably possible, we will provide you with reasonable notice either posted on the website hosting the Services or to the Administrator’s (as defined below) email address. For web site hosted services: Note that we may modify the amount of storage space you have through the Services and the number of times (and the maximum duration for which) you may access the Services in a given period of time. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately, and to provide the Administrator with electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes.
2.1. Payment for Services.
The Services are licensed on a yearly subscription basis to the User that pays for the Service.
2.1. Subscription Cancellation.
The client may notify us if he or she wants to cancel the subscription prior the beginning of the new subscription period. In addition, if payment for services is not made in time for the renewal, we may immediately terms access to our Services immediately, without notice. If you stop using the Services, MJ Software has fulfilled your subscription term. Fees for the Services are not eligible for any proration of unused subscriptions or refunds, even if access to the Services is cancelled or terminated. After your access to the Services is terminated, you may no longer have access to any of the data or Content within the Services. We suggest you retain your own copies of any data or Content that you may need as MJ Software is not responsible for providing you with access to your Content or the Services after any cancellation or termination of this Agreement.
3. ACCOUNT FEATURES.
3.1. Beta Features.
From time to time, we may include new or updated beta features in the Services (“Beta Features”). Beta Features may have associated fees, which will be disclosed to you at the time you choose to use the Beta Features. We understand that your use of any Beta Feature is voluntary. You understand that once you use a Beta Feature, you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the prior non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Feature is at your sole risk.
4. PERSONAL INFORMATION.
4.1. The terms "Controller," "Processor," "data subject," "personal data (also referred to as Personal Information in the Agreement)" and "processing" (and "process") shall have the meanings given in the Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation).
4.2. Personal Information.
You represent and warrant to us that:
• You will provide appropriate notice and have obtained (or will obtain) all consents and rights necessary for us to Process the Personal Information in accordance with this Agreement and our Privacy Statement;
• If you are providing Personal Information to us that is not personal to you, you agree that you have either provided the data subject notice or received permission from the data subject and have the appropriate legal basis, as required by applicable law, for us to: (a) use, and/or disclose the personal information in accordance with our Privacy Statement, (b) move the data outside of the country of residence of such owner of the personal data, if applicable, pursuant to our Privacy Statement, (c) provide the Personal Information to Third Party Products that you approve, and (d) otherwise use and disclose the personal information in accordance with this Agreement; and
5. OTHER PRODUCTS AND SERVICES.
5.1. Third Party Products.
By using these Services, you agree that we may market to you or offer you access to products or services from third parties (“Third Party Products”). If you decide to use or access any Third Party Products, you agree that you are solely responsible for your relationship with the provider of the product. MJ Software is not affiliated with Third Party Products and does not endorse or recommend any Third Party Products. You agree that the providers of the Third Party Products, and not MJ Software, are solely responsible for their own actions or inactions. MJ Software is not liable for any damages, claims or liabilities arising out of or related to any Third Party Products. You agree that you will (a) review and comply with all Third Party Product terms and conditions, and (b) not use the Third Party Product in any manner that would infringe or violate the rights of MJ Software or any other party or in furtherance of criminal, fraudulent or other unlawful activity.
6.0 MTD VAT Filer Software
• MJ Software will not be liable for any penalty, interest or other liability that results from inaccurate or incomplete information you supply. MJ Software will not be liable in any way if MTD submissions cannot be performed completely or accurately because of anything not reasonably within our control, including problems with the Internet or inaccurate or incomplete information you provide to us. If any error occurs in performing MTD Services which are proven to be MJ Software’s responsibility, our only responsibility will be to pay any resulting tax interest or penalty. In no event will we be liable for any indirect, special or consequential damages. If these remedies fail at their essential purpose, MJ Software’s maximum liability will equal the fees you have paid to MJ Software for the applicable Service subscription.
• DISCLAIMER. YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE SERVICE TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE MTD SERVICE AND FOR VERIFYING RESULTS FROM USE OF THE SERVICE. MJ SOFTWARE AND ITS SUPPLIERS DISCLAIM ANY WARRANTY THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.
6.1.1 In order to access the electronic filling of HMRC’s service, you must have a valid account with HMRC (or any other relevant tax/revenue authority) and a login for the appropriate online services. Note: Your log in information is not retained in our software. However, a token is retained within the system, which gives the software access for a specific time period (usually 18 months). You can revoke these permissions via the HMRC’s web site.