Terms and Conditions with regard to the BNE Electronics VAT Return MTD web portal.
Last updated 19th July 2019
This Agreement ("Agreement") is a legal contract between the Customer as an individual or an entity (the "Customer") and BNE Electronics Ltd ("BNE") and will be effective when the Customer accepts this Agreement. BNE reserves the right to change this Agreement at any time at its absolute discretion without prior notice to the Customer, and such changes will be made available on the Website. Such changes will be binding on the Customer, and it is the Customer's obligation to ensure that they have read and agree to the most recent Agreement.
Definitions
"BNE" means BNE Electronics Ltd, a company registered in Northern Ireland (Registration Number: NI 14119) whose registered office is 44 Main St, Toome, Co. Antrim, Northern Ireland, BT41 3TF.
"Data" means any data inputted by the Customer into the Software.
"Customer" means you and includes your employees, consultants, representatives, agents and any other user that you grant access to the Software.
"Software" means the software, images, written material, databases, or other material available via the Website, which may be changed from time to time.
"Subscription Fee" means the fee payable by the Customer to BNE as detailed on the Website from time to time.
"Website" means the internet site at the domains https://bnevatreturn.appspot.com or https://www.bneelectronics.com and any subdomains that exist on that domain.
This Agreement shall commence when the Customer accepts the Terms and Conditions of this Agreement (the "Effective Date").
Subject to the Terms and Conditions of this Agreement, BNE hereby grants to the Customer a limited, non-transferable, non-exclusive right to access and use the Software via the Website.
BNE reserves the right, at its sole discretion, to refuse an application to use the Software or Website. This may be due to technical constraints, because the Customer or the Customer's business has been banned by BNE from using the Software or Website or for any other reason. No charge will be made by BNE to the Customer for refused applications.
BNE retains all right, title and interest in and to the Software and the Website, including without limitation all intellectual property rights therein. The Customer shall keep the Software and the Website free of all security interests, liens, or other encumbrances and the Customer may not sell, lease, license, loan or otherwise transfer or dispose of any of the Software or the Website.
BNE will be the sole owner of any improvements or enhancements it makes to the Software or the Website, even if such improvements or enhancements are based on feedback provided by the Customer, and the Customer hereby assigns to BNE all rights and title to such improvements or enhancements and will execute all documents necessary to effect such ownership.
As a condition of this Agreement, the Customer agrees:
Title to and ownership of the Data remains with the Customer. However, the Customer's access to the Data is contingent on full payment of any fee's. The Customer must maintain copies of all Data inputted into the Software and BNE is not liable for any loss of such data howsoever arising.
"Confidential Information" includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including, without limitation, the Software but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party. Unless the relevant party has the prior written consent of the other or unless required to do so by law, each party will preserve the confidentiality of all confidential information of the other obtained in connection with this Agreement. Neither party will, without the prior written consent of the other, disclose or make any confidential information available to any person, or use the same for its own benefit, other than as contemplated by this Agreement.
The provisions of this clause shall survive termination of this Agreement.
BNE's Privacy Policy forms part of this agreement.
In addition to the obligation in the Privacy Policy, if the Customer supplies BNE with personal data in breach of any provision of GDPR or the Data Protection Act 2018 or any other relevant data protection law or law of confidentiality, the Customer shall fully indemnify and hold BNE harmless against all loss and liability arising from such breach.
The Customer will ensure that all login details, usernames and passwords required to access the Software are kept secure and confidential. The Customer will immediately notify BNE of any unauthorised use of passwords or any other breach of security.
Among other things, the operation and availability of the systems used for accessing the Software, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Software. BNE is not in any way responsible for any such interference nor prevention of the Customer's access nor use of the Software.
BNE will not be liable in any manner if the Software or Website is not available at any time or for any period for any reason.
If for any reason BNE has to interrupt the Software and/or Website for longer periods than BNE would normally expect, BNE will use reasonable endeavours to publish in advance details of such activities on the Website and/or via email in advance.
The Customer acknowledges that:
BNE gives no warranty about the Software or the Website, and does not warrant that the Software or the Website will be error-free, timely, reliable, entirely secure, virus-free, available or that it will be suitable for the Customer's purposes or requirements to the maximum extent permitted by law.
To the maximum extent permitted by law, BNE excludes all liability and responsibility to the Customer whether arising from negligence, breach of contract or otherwise for any incidental, special, indirect, exemplary, consequential or any other damages relating to the use of or inability to use or reliance on the Software or the Website.
BNE does not make any guarantees that there will be no loss of Data, and this Agreement expressly excludes any liability for any loss of Data no matter how caused.
Nothing in these terms however will exclude or limit BNE's liability for death or personal injury caused by its negligence nor for fraudulent misrepresentation.
The Customer agrees to fully indemnify and hold BNE harmless against all claims, costs, damage and loss arising from the Customer's breach of any of these Terms and Conditions or any obligation the Customer may have to BNE, including (but not limited to) any costs relating to the recovery of any Subscription Fees that have not been paid by the Customer and third party claims arising from infrigement of intellectual or other third party rights arising from material posted by the Customer on the Website.
A person who is not a party to the Terms and Conditions of this Agreement has no right to benefit under or to enforce any term of these Terms and Conditions
The Customer may not assign this Agreement nor transfer any of the rights, duties, or obligations arising under this Agreement, whether by merger, operation of law, or otherwise, without the prior written consent of BNE.
No waiver will be implied from conduct or failure to enforce rights, and no waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted. If any part of this Agreement is found invalid or unenforceable, that part will be enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force.
If any part or provision of the Terms and Conditions of this Agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
These Terms and Conditions and the Privacy Policy supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between the Customer and BNE.