The following terms and conditions are the contract between you and AJ Software Solutions Limited, company number 10135122, trading as Customs-Declarations.uk (‘we’, ‘our’ or ‘us’).
Our registered business address is 10 Vintry Court, 18 Porlock Street, London SE1 3RY.
These terms apply to you, so far as the context allows to you as a visitor to our Platform or as a client. They prevail over any terms proposed by you.
If you have any questions about our terms and conditions, please contact us.
In this agreement:
‘Account’ means, as the context requires: the records on our Platform relating to you and your business, including Declarations you have prepared, Declarations you have Filed and your transactions with us; or the pages on our Platform from which you can access such records, prepare and File Declarations, and manage your Subscription, your personal data, and your security information.
‘Additional Declaration Charge’ means the charge payable for Filing a Declaration once your Remaining Allowance is nil.
‘Consumer’ has the same meaning as in the Regulations, or otherwise where the context applies, any individual located in the United Kingdom or in a European Union member state who, in connection with this agreement, is acting for a purpose which is outside their business.
‘Content’ means the content that is encountered as part of your experience when visiting our Platform. Content may include, among other things: text, images, sounds, videos and animations.
‘Customs Office’ means His Majesty’s Revenue & Customs (HMRC), a government department, a Community Service Provider (CSP), a port authority or any other customs office.
‘Declaration’ means a document that gives details of goods that are being imported or exported and that you wish to place under a given customs procedure.
‘File’ means to transmit a Declaration by electronic means to a Customs Office. ‘Filed’ and ‘Filing’ shall be interpreted accordingly.
‘Intellectual Property’ means intellectual property of every sort, whether or not registered or registrable in any country, including intellectual property of kinds coming into existence after today; and including, among others, designs, copyrights, software, discoveries, know-how, together with all rights which are derived from those rights.
‘Pay-As-You-Go Service’ means a licence to use our Platform to File a single Declaration to a Customs Office for a discrete payment.
‘Period’ means a period of one month starting the same day of the month that your Subscription was granted.
‘Platform’ means cloud-based software, owned and operated by us, available through our Website.
‘Post’ means display, exhibit, publish, distribute, transmit and/or disclose information, Content and/or other material on our Platform. The terms ‘Posted’ and ‘Posting’ shall be interpreted accordingly.
‘Pricing Plan’ means, in relation to a Subscription, a combination of a Pricing Plan Allowance and an Additional Declaration Charge.
‘Pricing Plan Allowance’ means the maximum number of Declarations you may File within a twelve month period starting on a Subscription Start Date without incurring an Additional Declaration Charge.
‘Pro-Rated Pricing Plan Allowance’ means your Pricing Plan Allowance divided by twelve, multiplied by the number of whole months between the most recent Subscription Start Date and the end of the Period in which a Subscription ends.
‘the Regulations’ means the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
‘Remaining Allowance’ means the remaining number of Declarations you may File given the Pricing Plan of your Subscription and the number of Declarations you have Filed.
‘Service’ means access to our Platform for the Filing of Declarations.
‘Subscription’ means a licence to use our Service multiple times subject to the Pricing Plan you have chosen.
‘Subscription Start Date’ means the day and the month on which a Subscription started.
‘Successful’ means either: (a) that the Customs Office has confirmed that the Declaration Filed to it has been received and accepted; or (b) that the Customs Office has not confirmed that the Declaration has been rejected by the first day of the next month after it was Filed and received.
‘our Website’ means the website at www.customs-declarations.uk.
- Unless the context otherwise requires, a reference in this agreement to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body, or other association or organisation.
- Any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.
- Except where stated otherwise, any obligation of any person arising from this agreement may be performed by any other person.
- References to a person include references to that person’s successors, legal representatives, permitted assigns and any person to whom those rights and obligations are transferred or passed as a result of a merger, division, reconstruction or other re-organisation involving that party.
- The headings to the paragraphs to this agreement do not affect the interpretation.
- A reference in this agreement to an Act or Regulation includes new law of substantially the same intent as that Act or Regulation.
- In the context of permission, ‘may not’ in connection with an action of yours, means ‘must not’.
- In any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party.
- This agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
3. Our contract with you
- This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties.
- So far as the law allows, all implied conditions, warranties and terms are excluded from this agreement.
- In entering into this contract, you have not relied on any representation, warranty, information or document or other term other than that given on our Website.
- Subject to these terms and conditions, we grant you a non-transferable, non-exclusive, revocable, and limited licence to use our Service at the prices we charge from time to time.
- In using our Service, you acknowledge that you understand exactly its nature and that you are satisfied it is suitable and satisfactory for your requirements.
- The contract between us comes into existence when we provide you with access to an Account. At any point up until our acceptance, we may decline to provide our Service to you without giving any reason.
- When we allow you to File a Declaration without specific charge to you or without reducing your Remaining Allowance, that Declaration is deemed to be:
- Filed free of charge; and
- separate to the Filing of any Declaration where a charge is made.
Accordingly, there is neither a contractual nor any other obligation on us in respect of the Filing of that Declaration. However, you remain obligated under these terms as far as they can be applied as if a charge had been made.
- These terms apply whether you pay through our Platform or otherwise.
- If you use our Platform in any way, including if you File a Declaration on behalf of another person then you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you.
- Should these terms conflict with any other information we provide on our Website or elsewhere, then you agree that these terms prevail.
- We may change these terms from time to time. The terms that apply to you are those published on our Website on the day the contract between us is made.
4. Prices and payment
- Prices for our Pay-As-You-Go Service and for our Pricing Plans are clearly set out on our Website.
- Prices may be changed by us at any time. However, the amount you pay will be that published on the day:
- that you File a Declaration, if you do not have a Subscription; or
- that we grant a Subscription.
- Prices exclude value added tax (‘VAT’).
- If you use our Pay-As-You-Go Service then the date that you become liable to pay us for Filing the Declaration is when we confirm that the Filing has been Successful.
- If you have a Subscription then you become liable to pay us for:
- one twelfth of the price of your Pricing Plan on the first day of each calendar month, regardless of whether you File any Declarations in the corresponding Period; and
- any Additional Declaration Charge as you incur it.
- We require payment within 14 days of a submitting an invoice to you to the email address provided by you and shown in your Account.
- You agree that if you do not pay us within 7 days, then we may, at our discretion, charge your debit or credit card (if you have provided details of it to us in the past) automatically for the amount invoiced within the following week, so that you do not breach any term of this agreement.
- You will pay all sums due to us under this agreement by the means specified without any set-off, deduction or counterclaim.
- Bank charges by the receiving bank on payments to us will be borne by us. All other charges relating to payment in a currency other than that on your invoice will be borne by you.
- If we owe you money (for any reason), we will return the amount owed to you as soon as reasonably practicable but in any event no later than 30 days from the date when we accept that repayment is due.
- You now agree that you commit a breach of this contract if you seek repayment of money paid to us by asking your payment provider to credit back a payment made to us, without attempting to seek repayment from us first. In that event, you agree that you will owe us first the sum charged to us by our merchant service provider and secondly a sum based on time spent at £150 per hour in dealing with your breach. You agree that this provision is reasonable.
5. Request to start immediate provision of the Service
The following terms apply only if you use our Service as a Consumer:
- The Regulations give you 14 days ‘cooling off’ period within which you may cancel and ask for a full refund of your money. However, if you wish the service provider to start provision of the service immediately, the Regulations allow you to instruct them to do so provided that you acknowledge that in doing so you lose your right to the cooling off period.
- By accepting these terms and conditions, you instruct us to provide our Service immediately and you acknowledge that you lose your right to the cooling off period.
6. Remaining Allowances
The following terms relate to any Subscription:
- The Pricing Plan Allowance for each Pricing Plan is displayed on our Website and expressed as a per annum figure.
- Your Remaining Allowance is reduced by one when you confirm that you wish to File a Declaration that you have prepared.
- If a Filing is not Successful, then we shall increase your Remaining Allowance by one.
7. Duration and cancellation of your Subscription
- A Subscription continues until cancellation by you or termination by us.
- You may cancel a Subscription by giving us at least three months’ notice, and the Subscription shall end on the final day of a Period.
- You agree to pay us the Additional Declaration Charge as at the date of the cancellation of your Subscription for each additional Declaration made in excess of the Pro-Rated Pricing Plan Allowance.
- After cancellation of your Subscription, you may continue to use our Pay-As-You-Go Service or buy a new Subscription under a new contract.
- If we change these terms, including prices, and/or make any material change to our Service while you have a Subscription then we shall give you at least 14 days of notice of the change before it comes into force.
- If you tell us before the date of the change that you do not accept the new terms, then we shall treat your refusal as a request to cancel as set out in this section. Until your Subscription ends, we shall provide our Service to you on the same terms as before and the new terms shall not come into force for you.
- If you continue to use the Service after the date of the change, then we may reasonably assume that through your continued use, you agree to be bound by the changed terms.
8.Termination of this agreement
- Any termination of this agreement by this paragraph will be without prejudice to any other rights or remedies to which a party may be entitled.
- This agreement may be terminated:
- by you, requesting that we close your Account, subject to the terms of this agreement in respect of cancelling a Subscription;
- by us:
- at our complete discretion by giving you at least 14 days’ notice, and if you have a Subscription then this agreement shall terminate on the last day of a Period; or
- immediately if either you fail to pay any sum due within 30 days of the date of submission of an invoice or you materially breach any term of this agreement.
- by either party if a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration or bankruptcy order (otherwise than for the purpose of an amalgamation or reconstruction).
- On termination, your right to use our Service immediately ceases and we are under no obligation to continue to provide any part of it to you.
- In the event of termination by us, you remain liable to us for use of our Service up to the date of termination.
- In respect of a Subscription that is active on the date of termination:
- the effect of termination is to end the Subscription on the date of termination; and
- you remain liable to us for a sum equal to one twelfth of the price of your Pricing Plan for use of our Service in the Period immediately prior to termination, as well as the Additional Declaration Charge as at the date of the cancellation of your Subscription for each additional Declaration made in excess of the Pro-Rated Pricing Plan Allowance.
9. Interruption to our Service
- If it is necessary for us to interrupt the provision of our Service, we will give you reasonable notice where this is possible and when we think the delay is such as to justify telling you.
- You acknowledge that the provision of our Service may also be interrupted for many reasons beyond our control.
- You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to the provision of our Service.
- We are aware that in the course of providing our Service to you, both of us might have access to and be entrusted with information in respect of the business and operation of the other, all of which information is or may be confidential.
- We both now undertake for ourselves and for every employee or sub-contractor whose services we may use both during and after completion the provision of our Service, that we will not divulge to any person whatever or otherwise make use of (and will use their best endeavours to prevent the publication or disclosure of) any trade secret or confidential information.
- Each of us now undertakes to the other to make all relevant employees’ agents and sub-contractors aware of the confidentiality of information and the provisions of this paragraph and to take all such steps as will from time to time be necessary to ensure compliance by its employee’s agents and sub-contractors with these provisions.
11. Your Account
- You agree that you have provided, and will continue to provide accurate, up to date, and complete information about yourself and your business. We need this information to provide you with our Service.
- If you use our Service, you are responsible for maintaining the confidentiality of your security information (your username and password, and any other information used to secure access to our Platform) and for preventing any unauthorised person from accessing your Account.
- You agree to accept responsibility for all activities that occur while anyone is signed into your Account. You should tell us immediately if you believe some person has, without your authority, accessed your Account or used our Service while signed in as you. You should also sign into your Account and change your password.
12. Intellectual Property
- We will defend our rights in all our Intellectual Property, including the rights in our Services, and our copyright in the Content whether provided by us or by any other party.
- You may not use our name, logos or trademarks or any other Content in any way.
- You agree that at all times that you will:
- not do anything which does or might reduce the value of our Intellectual Property or challenge our ownership of it;
- notify us of any suspected infringement of our Intellectual Property; and
- without our express permission, not to:
- copy or replicate it for use by any other person in any way not intended by us;
- make any change to it or any part of it;
- publish or store it on any website or cloud storage service, or otherwise allow any other person access to it;
- create derivative works from it;
- use it in any way in which it is not intended to be used; and
- not to use it except directly in our interest.
- You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:
- your failure to comply with the law of any country;
- your breach of this agreement;
- any act, neglect or default of yours or by any agent, employee, licensee or customer of yours or by your use of our Service;
- a contractual claim arising from your use of our Service; and
- a breach of the intellectual property rights of any person.
- You agree that the cost of our management and technical time is properly recoverable and can reasonably be valued at £150 per hour without further proof.
14. Disclaimers and limitation of liability
- This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies (who may enforce this provision under the Contracts (Rights of Third Parties) Act 1999, as well as to us.
- To the fullest extent permissible under applicable law, we disclaim any and all warranties of any kind, whether express or implied, in relation to any Service we sell or make available to you. This does not affect your statutory rights as a Consumer, nor does it affect your contract cancellation rights.
- If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
- We use our reasonable endeavours to confirm the accuracy of any information we place on our Website. We make no warranties, whether express or implied in relation to its accuracy or completeness.
- We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from our Website.
- This website may contain links to other websites over which we have no control of the nature, the content and the availability.
- You acknowledge and agree that we shall not be liable in any way for the content of any such linked website, nor for any loss or damage arising from your use of any such website or from your buying goods or services via such a website.
- The inclusion of any links on this website does not necessarily imply a recommendation or endorse the views expressed on those to which we link.
- Our Platform and our Service are provided ‘as is’ and ‘as available’ without any representation made. We make no warranty as to their usefulness to you, their satisfactory quality, their fitness for any purpose, the availability of any function, the compatibility with your devices or software, privacy of any transmission, or security of use.
- We aim to maintain access to our Platform, but from time to time it may be necessary for us to suspend all or part of our Service for repairs, maintenance or other good reasons. We may do so without telling you first.
- You acknowledge that access to our Platform may also be interrupted for many reasons beyond our control.
- Accordingly, we make no warranty that your use of our Platform will be uninterrupted or timely.
- You acknowledge that, as with any software product, the Platform may have bugs and errors that affect its performance and capability. While we shall try to correct any bugs or errors that come to our attention as quickly as possible, we make no warranty that we will correct bugs and errors within a specific timeframe.
- We will not be responsible or liable to you for any loss, foreseeable or not, arising from any interruption of the availability of our Service or Platform.
- We shall not be liable to you in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) for any loss or expense arising out of or in connection with your use of our Service or our Platform, which is a special, indirect or consequential loss, or an economic loss or other loss of turnover, profits, contracts, business or goodwill.
This applies whether in an action of contract, negligence or otherwise, even if such loss was reasonably foreseeable or we knew you might incur it.
15. Disclaimers and limitation of liability in respect of our Service
- The information that forms a Declaration is available to you to review on the Platform. You understand that our Service is File your Declaration, not to check the data you enter is correct or appropriate. We are not liable in any way for any situation that arises as a result of data you File, including Filings that are not Successful.
- Our limitation of liability for the data you File includes your choice of the most appropriate Customs Office to which to File a Declaration.
- You acknowledge that we may not include all information that you enter into the Platform within a Declaration. In addition, it may be possible to submit other information to a Customs Office that is not captured by use of our Platform. You warrant that you have assessed the functionality of the Platform as suitable and sufficient for your requirements.
- We make no representation that within a particular time period a Customs Office will act in any way on a Declaration that you have Filed, or confirm that a Declaration has been Filed is Successful or Not.
- We provide training on how to use our Platform. We also provide customer support. You warrant that before Filing a Declaration that you understand how to use our Platform and all the consequences of Filing that Declaration.
- With the exceptions laid out by the Data Protection Act 2018 and any subsequent law of a similar nature, we shall not be liable to you for the consequences of a data breach of our Platform by a third party, provided that we have taken reasonable care to protect your data.
- We assume no responsibility for the deletion or failure to store data of any sort and you accept that we cannot be liable to you for any such deletion or failure to deliver to you such data.
- We maintain reasonable procedures for general backup of data for our own purposes but we give no warranty that your data will be saved or backed up in any particular circumstances unless we have made specific contractual arrangements with you in writing.
- Except where otherwise set out, our total liability to you, however it arises, shall not exceed the amount you have paid us for our Service in the immediately preceding three month period. This applies whether your case is based on contract, tort or any other basis in law.
- No term of our agreement with you shall exclude or limit our liability for death or personal injury resulting from our negligence or that of our agents or employees.
16. Miscellaneous matters
- If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
- The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
- Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
- No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
- Any communication to be served on either party by the other shall be delivered by hand, sent by a recorded delivery postal service or by email. It shall be deemed to have been delivered: on the day of delivery if delivered by hand, or within 72 hours of posting if delivered by recorded post, or when an email message confirming receipt is sent if sent by email.
- In the event of a dispute, you agree to undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
- No party to this agreement shall be liable for any failure or delay in performance of this agreement that is caused by circumstances beyond their reasonable control, including any labour dispute between a party and their employees.
- This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that any provision in this agreement which excludes or restricts the liability of our directors, officers, employees, subcontractors, agents and affiliated companies, may be enforced under that Act.
- The validity, construction and performance of this agreement shall be governed by the laws of England and Wales and you agree that any dispute arising from it shall be litigated only in England or Wales.