Record OS Terms and Conditions

These Terms and Conditions, together with its Schedules (the "Terms") are made and entered into on the Effective Date by and between Count Ltd, a company incorporated in England and Wales (company number 16058953), with registered offices at 128 City Road, London, EC1V 2NX ("Record OS"), and the entity or individual accepting these terms ("Customer"). These Terms along with the Customer Order constitute the agreement between the parties (collectively referred to as the "Agreement").

Effective Date. This Agreement takes effect on the earlier of: (a) the date Customer first accesses the Service; or (b) the effective date of the first Customer Order referencing this Agreement (the "Effective Date").

Acceptance. By accessing or using the Service, Customer agrees to be bound by this Agreement. If Customer does not agree to this Agreement, Customer must not access or use the Service.

Modifications. Record OS may update this Agreement from time to time. Unless otherwise specified, changes will become effective upon renewal of Customer's then-current subscription term or upon the effective date of a new Customer Order. Record OS will use reasonable efforts to notify Customer of material changes via email or through Customer's account. Continued use of the Service after the updated Agreement takes effect constitutes acceptance of such updated terms.

1. Definitions

Capitalised terms not otherwise set out in these Terms shall have the meaning set out in the attached Schedule 1 (Definitions).

2. The Service

2.1 Provision of Service. Subject to the terms of this Agreement and any applicable Customer Order, Record OS shall: (a) make the Service available to Customer for the Purpose during the Term; (b) shall use commercially reasonable efforts to maintain the security and integrity of the Service; (c) use commercially reasonable efforts to make the Service available 24 hours a day, seven days a week except for: (i) planned downtime (of which Record OS shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Record OS's reasonable control, including, any Force Majeure Event; and (d) comply with Applicable Laws related to the provision of the Service to its customers generally.

2.2 Service Capabilities. The Service enables Customer to: (a) collect Self Assessment data from End Users through a secure online portal; (b) use AI and OCR functionality to extract and pre-fill data from documents uploaded by End Users; (c) prepare, review, and manage tax returns within the platform; (d) obtain End User approval of completed returns; and (e) submit returns to HMRC through integrated submission functionality.

2.3 AI/OCR Features. The Service includes AI and OCR functionality to extract data from documents. Customer acknowledges that: (a) the AI/OCR functionality is an extraction and data processing tool only; (b) it does not provide tax advice; (c) outputs require verification by Customer; and (d) Customer remains solely responsible for the accuracy of all data used in tax returns and for all advice provided to End Users.

2.4 Affiliates. If any of Customer's Affiliates wish to purchase access to the Service, such Affiliate shall execute a separate Customer Order and shall be bound by this Agreement as if such Affiliate were a signatory.

2.5 Trial and Beta Features. Record OS may offer trial access or beta features from time to time. Trial and beta features are provided "as is" without any warranty, indemnity, service level commitment, or support obligation. Either party may terminate Customer's use of trial or beta features at any time for any reason.

3. Customer Responsibilities

3.1 Acceptable Use. Customer shall: use the Service in accordance with this Agreement, the Documentation, and the Acceptable Use Policy, which is incorporated into this Agreement by reference.

3.2 General Obligations. Customer shall: comply with all Applicable Laws in connection with its use of the Service; be responsible for the acts and omissions of its Users and End Users and ensure their compliance with this Agreement; promptly notify Record OS of any issues, security incidents, or suspected misuse of the Service; be solely responsible for procuring and maintaining its network connections and for all problems arising from its network or systems; and maintain appropriate security measures to protect User credentials.

3.3 Customer Data. Customer is solely responsible for the accuracy, content, and legality of all Customer Data and End User Data. Customer represents and warrants that it has all necessary rights, licences, and consents to: (a) use and provide such data to the Service; (b) permit Record OS to process such data as contemplated by this Agreement; and (c) grant the rights granted herein.

3.4 Professional Responsibilities. Customer acknowledges that the Service is a tool to assist with the preparation of tax returns and does not replace Customer's professional judgment. Customer remains solely responsible for: (a) verifying the accuracy of all data extracted or pre-filled by the Service; (b) the accuracy and completeness of all tax returns submitted through the Service; (c) all tax advice provided to End Users; and (d) compliance with all professional and regulatory obligations applicable to Customer's practice.

3.5 Agent Authorisation. The Customer is responsible for obtaining and maintaining all necessary authorisations from End Users to act as their agent and submit tax returns on their behalf, including any authorisations required through HMRC's Government Gateway. The Provider has no control over, access to, or visibility into the HMRC authorisation process and is not responsible for any failure to obtain or maintain such authorisations.

4. Fees and Payment

4.1 Fees. Customer shall: pay to Record OS the Fees specified in the applicable Customer Order. All Fees are non-cancellable and, except as expressly provided in this Agreement, non-refundable.

4.2 Fee Structure. Unless otherwise specified in the Customer Order, Fees may include: (a) a subscription fee; (b) per-User fees based on the number of authorised Users; and (c) per-return fees based on the number of returns processed through the Service, as applicable to Customer's plan.

4.3 Payment Terms. Record OS will submit invoices to Customer in accordance with the billing frequency specified in the Customer Order. Unless otherwise specified: (a) subscription and per-user fees are invoiced in advance; and (b) per-return fees are invoiced monthly in arrears. Customer shall pay invoices in full and without deduction by electronic money transfer to the account details provided on each invoice and in the currency specified in the Customer Order. Unless otherwise specified in the Customer Order, all invoices are due within thirty (30) days of the date of invoice ("Due Date").

4.4 Disputed Invoices. If Customer disputes any invoice in good faith, Customer must notify Record OS in writing within thirty (30) days of the invoice date, providing reasonable detail. The parties shall work together in good faith to resolve any dispute.

4.5 Late Payment. Record OS may charge interest on overdue amounts at the rate of four percent (4%) per annum above the Bank of England base rate, or the maximum rate permitted by law, whichever is lower.

4.6 Suspension for Non-Payment. If Record OS has not received payment for any invoices which are not the subject of a bona fide dispute by the Due Date, Record OS may, by giving thirty (30) days' prior written notice to Customer, if such payment default is not cured within such notice period: (a) suspend Customer's access to all or part of the Service; and (b) charge interest on overdue amounts in accordance with clause 4.5. For clarity, Customer will continue to be charged for the Service during any period of suspension, and suspension does not relieve Customer of its payment obligations.

4.7 Fee Increases. Record OS may increase Fees for any Renewal Term by giving at least thirty (30) days' written notice before the end of the then-current Term.

4.8 Taxes. All Fees are exclusive of VAT and any other applicable taxes, which shall be payable by Customer at the rate and in the manner prescribed by law. Customer is solely responsible for paying all applicable taxes relating to the Agreement and the use of or access to the Service.

5. Data and Security

5.1 Customer Data Ownership. As between the parties, Customer retains all right, title, and interest in and to the Customer Data and End User Data. Customer grants Record OS a non-exclusive, royalty-free licence to use, copy, store, transmit, and display such data solely to the extent necessary to provide the Service in accordance with this Agreement. Record OS shall not be responsible for any loss, destruction, alteration, or disclosure of Customer Data or End User Data caused by any third party (except those third parties subcontracted by Record OS) unless solely caused by Record OS's negligence or wilful misconduct.

5.2 Data Processing. Each party shall comply with Applicable Data Protection Laws. The parties shall comply with the Data Processing Agreement ("DPA") with respect to any Personal Data processed pursuant to this Agreement.

5.3 Security. Record OS will maintain safeguards for protection of the security, confidentiality, and integrity of Customer Data. Customer is responsible for: (a) security of its own environment and systems; (b) its configuration of the Service; (c) provisioning and managing Users, including authentication and access privileges; and (d) deauthorising personnel who no longer require access.

5.4 Data Export and Portability. During the Term and for a period of thirty (30) days following termination or expiry ("Retrieval Period"), Customer may export Customer Data from the Service. Customer Data will be available for export in a commonly used, machine-readable format. Record OS will not charge any additional fees for the export of Customer Data.

5.5 Data Deletion. Following the Retrieval Period, Record OS shall delete Customer Data from its systems in accordance with the DPA, except as required by Applicable Law.

5.6 Aggregated Anonymous Data. Record OS may aggregate and anonymise data derived from Customer's use of the Service such that neither Customer nor any End User can be identified ("Aggregated Anonymous Data"). Aggregated Anonymous Data will be deemed Record OS Data. Record OS may use Aggregated Anonymous Data for its own purposes, including to develop and improve the Service.

6. Intellectual Property

6.1 Record OS IP. Record OS and its licensors retain all right, title, and interest in and to the Service, Documentation, and all related Intellectual Property Rights. Nothing in this Agreement transfers any ownership of such intellectual property to Customer.

6.2 Licence to Use. Subject to the terms of this Agreement, Record OS grants Customer a non-exclusive, non-transferable, non-sublicensable licence to access and use the Service during the Term solely for the Purpose.

6.3 Feedback. If Customer provides feedback, suggestions, or recommendations regarding the Service ("Feedback"), Customer grants Record OS a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully sublicensable licence to use, incorporate, and otherwise exploit such Feedback for any purpose.

7. Confidentiality

7.1 Confidential Information. "Confidential Information" means any information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is marked as confidential or that a reasonable person would understand to be confidential. Customer Data, Record OS Data, and the terms of this Agreement are Confidential Information.

7.2 Obligations. The Receiving Party shall: (a) protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information; (b) not disclose such Confidential Information to any third party except to employees, agents, and professional advisors who need to know and are bound by confidentiality obligations not less protective than those contained in this Agreement; and (c) use such Confidential Information only to exercise its rights or perform its obligations under this Agreement.

7.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to disclosure; (c) is lawfully obtained from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

7.4 Confidentiality Period. The obligations of confidentiality under this Clause 7 shall survive any expiration or termination of the Agreement for a period of three (3) years from the date of termination, except for any information which is deemed a trade secret in respect of which the obligations of confidentiality shall continue for as long as such information remains a trade secret.

7.5 Compelled Disclosure. The Receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided the Receiving Party (where legally permitted) gives the Disclosing Party reasonable advance notice to enable the Disclosing Party to seek protective measures.

7.6 Remedies. The receiving party acknowledges that breach of the confidentiality obligations would cause irreparable harm to the disclosing party, the extent of which may be difficult to ascertain. Accordingly, the receiving party agrees that, in addition to any other remedies available to it, the disclosing party is entitled to seek immediate injunctive relief in the event of breach of an obligation of confidentiality by the receiving party, and that the disclosing party shall not be required to show irreparable harm in order to obtain such injunctive relief.

8. Warranties and Disclaimer

8.1 Mutual Warranties. Each party represents and warrants that: (a) it has the requisite power and authority to enter into this Agreement; and (b) this Agreement constitutes legal, valid, and binding obligations.

8.2 Customer Warranties. Customer represents and warrants that: (a) it has all necessary rights, licences, and consents to provide Customer Data and End User Data to the Service; (b) the provision of such data to Record OS, and Record OS's processing of such data as contemplated by this Agreement, will not violate any Applicable Laws or infringe the rights of any third party; (c) it has provided all necessary notices and obtained all necessary consents from End Users for Record OS to process End User Data in accordance with this Agreement and the DPA; and (d) it is authorised to provide accounting and tax services in the jurisdictions in which it operates.

8.3 Record OS Warranties. Record OS warrants that: (a) it will provide the Service in accordance with Applicable Laws; (b) the Service will perform materially in accordance with the Documentation; and (c) it will not materially decrease the overall functionality of the Service during the Term.

8.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS CLAUSE 8, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND RECORD OS DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

RECORD OS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE.

RECORD OS DOES NOT PROVIDE TAX ADVICE. THE AI/OCR FUNCTIONALITY IS AN EXTRACTION TOOL ONLY AND OUTPUTS MAY REQUIRE VERIFICATION. CUSTOMER IS SOLELY RESPONSIBLE FOR: (A) VERIFYING THE ACCURACY OF ALL DATA EXTRACTED BY THE SERVICE; (B) THE ACCURACY OF ALL TAX RETURNS; (C) ALL TAX ADVICE PROVIDED TO END USERS; AND (D) COMPLIANCE WITH PROFESSIONAL OBLIGATIONS.

RECORD OS SHALL NOT BE LIABLE FOR ANY DAMAGE (INCLUDING LOSS OR CORRUPTION OF DATA), OR RESPONSIBLE FOR RESTORATION OF SUCH DATA, TO THE EXTENT SUCH DAMAGE RESULTS FROM: (i) CUSTOMER'S FAILURE TO VERIFY DATA BEFORE SUBMISSION; (ii) CUSTOMER'S CONFIGURATION OF THE SERVICE; OR (iii) CUSTOMER'S FAILURE TO MAINTAIN ADEQUATE BACK-UPS.

THE SERVICE INTEGRATES WITH HMRC SYSTEMS VIA APIS. THE PROVIDER IS NOT RESPONSIBLE FOR ANY DOWNTIME, UNAVAILABILITY, ERRORS, OR CHANGES TO HMRC SYSTEMS OR APIS, OR ANY RESULTING DELAYS OR FAILURES IN SUBMISSIONS. THE PROVIDER DOES NOT WARRANT UNINTERRUPTED ACCESS TO HMRC SYSTEMS.

9. Term and Termination

9.1 Term. This Agreement commences on the Effective Date and continues until terminated. Each Customer Order shall have the initial term specified therein (the "Initial Term") and shall automatically renew for successive periods of twelve (12) months (each a "Renewal Term"), or for any other period specified in a Customer Order (each a "Renewal Term") unless: (a) either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term; or (b) the Parties have entered into a replacement Customer Order for the applicable Renewal Term. Where notice to terminate is given in accordance with clause 9.1, such termination shall take effect at the end of the Initial Term or relevant Renewal Term.

9.2 Termination for Cause. Either party may terminate this Agreement or any Customer Order for cause with immediate effect by written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach; or (b) voluntarily files a petition under bankruptcy or insolvency law; shall have a receiver or administrative receiver appointed over it or any of its assets; or becomes subject to an administration order; or enters into any voluntary arrangement with its creditors; or ceases or threatens to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.

9.3 Effect of Termination. Upon termination: (a) Customer's right to access the Service shall immediately cease; (b) unless terminated by Customer pursuant to Clause 9.2, Customer remains obligated to pay all Fees accrued prior to termination; and (c) each party shall return or destroy the other party's Confidential Information upon request. Clauses 1, 4 (for amounts accrued), 5.1, 5.5, 5.6, 6, 7, 8.4, 9.3, 10, 11, and Schedule 1 shall survive termination.

9.4 Suspension. Without limiting Record OS's other remedies, Record OS may suspend Customer's access to the Service if: (a) Fees are thirty (30) days or more overdue and are not subject to a good faith dispute; (b) Customer breaches Clause 3.1 (Acceptable Use); (c) Record OS reasonably determines suspension is necessary to avoid material harm to Record OS, the Service, or other customers; or (d) as required by Applicable Law. Where practicable, Record OS will provide Customer with prior notice of suspension.

10. Indemnification

10.1 Record OS Indemnity. Except to the extent arising from Customer's acts or omissions, Record OS will defend, indemnify, and hold harmless Customer against any third-party claims alleging that Customer's authorised use of the Service infringes such third party's Intellectual Property Rights, and will pay damages and reasonable costs finally awarded or agreed in settlement. If the Service is held, or in Record OS's reasonable opinion is likely to be held, infringing, Record OS may at its option: (a) modify the Service to make it non-infringing; (b) replace the Service with a functionally equivalent non-infringing alternative; (c) obtain a licence for Customer's continued use; or (d) if none of the foregoing is commercially practicable, terminate the affected Service and provide a pro-rata refund. This Clause 10.1 states Record OS's entire liability and Customer's exclusive remedy for IP infringement claims.

10.2 Customer Indemnity. Customer shall indemnify and defend Record OS against any third-party claim arising from: (a) Customer Data or End User Data; (b) Customer's use of the Service in breach of this Agreement or the Acceptable Use Policy; (c) Customer's violation of Applicable Laws; or (d) Customer's provision of tax advice or services to End Users.

10.3 Indemnification Process. The indemnified party shall: (a) give the indemnifying party prompt written notice of any claim (provided that failure to do so shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced); (b) give the indemnifying party sole control of the defence and settlement (provided that the indemnifying party may not settle any claim that admits liability on the part of, or imposes obligations on, the indemnified party without its prior written consent); and (c) provide reasonable assistance at the indemnifying party's expense.

11. Limitation of Liability

11.1 No Consequential Damages. EXCEPT AS SET FORTH IN CLAUSE 11.4, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, GOODWILL, REVENUE, DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER FORESEEABLE OR NOT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 General Cap. EXCEPT AS SET FORTH IN CLAUSE 11.3 AND CLAUSE 11.4, THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM ("GENERAL CAP").

11.3 Special Cap. THE AGGREGATE LIABILITY OF RECORD OS FOR A BREACH OF ITS OBLIGATIONS IN CLAUSE 5 (DATA AND SECURITY) OR CLAUSE 7 (CONFIDENTIALITY) THAT RESULTS IN THE UNAUTHORISED DISCLOSURE OF CUSTOMER DATA SHALL NOT EXCEED TWO (2) TIMES THE FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE "SPECIAL CAP").

11.4 Excluded Liabilities. NOTWITHSTANDING ANYTHING TO THE CONTRARY, LIABILITY IS NOT LIMITED FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) ANY LIABILITY WHICH CANNOT BE EXCLUDED BY APPLICABLE LAW; (D) EITHER PARTY'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT; (E) RECORD OS'S INDEMNIFICATION OBLIGATIONS UNDER CLAUSE 10.1; (F) CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER CLAUSE 10.2; AND (G) CUSTOMER'S PAYMENT OBLIGATIONS UNDER CLAUSE 4.

11.5 Independent Allocation of Risk. Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages reflects an allocation of risk between the parties. Each such provision is severable and independent of all other provisions and shall apply even if any limited remedy has failed of its essential purpose.

12. General Provisions

12.1 Marketing and Publicity. (a) Logo Use. Record OS may use and display Customer's name and logo ("Customer Marks") on its website and in marketing materials to identify Customer as a customer. (b) Marketing Initiatives. Record OS may invite Customer to participate in marketing initiatives (such as a case study, press release, testimonial, or event) and, if Customer agrees, Record OS may use the resulting works ("Marketing Content") in its marketing and promotional materials at its discretion. Customer agrees to cooperate with Record OS in good faith to develop such Marketing Content, including by making relevant personnel reasonably available for interviews. Any Marketing Content shall be subject to Customer's prior written approval before publication, such approval not to be unreasonably withheld, conditioned, or delayed. (c) Ownership. Record OS will own all rights, title, and interest in the Marketing Content, excluding Customer's intellectual property rights in the Customer Marks.

12.2 Assignment. This Agreement may not be assigned by either party without the other party's prior written consent, whether by operation of law or otherwise; provided that either party may assign this Agreement to: (a) an Affiliate; or (b) a successor in the event of a merger, acquisition, or sale of all or substantially all of the assets of such party related to this Agreement, unless such successor is a competitor of the other party. Any purported assignment in violation of this Clause shall be void.

12.3 Notices. All notices under this Agreement must be in writing and will be deemed given: (a) when received, if delivered personally; (b) upon confirmed transmission, if sent by email to an authorised representative; (c) one (1) business day after being sent by recognised overnight delivery service; or (d) upon receipt, if sent by recorded delivery. Notices to Record OS should be sent to privacy@record-os.com or such other address as notified.

12.4 No Agency; No Third-Party Rights. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither party has any authority to bind the other party in any respect to any third party. For the avoidance of doubt, save as expressly provided in Clause 10 (Indemnification), there are no third-party beneficiaries under this Agreement, and a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

12.5 Force Majeure. Neither party will be liable for any failure or delay in performing its obligations (other than payment obligations) due to circumstances beyond its reasonable control, including acts of God, fire, flood, epidemic or pandemic, war, government actions, or failure of third-party Record OSs, provided the affected party gives prompt notice and takes reasonable actions to resume performance.

12.6 Entire Agreement. This Agreement, together with any Customer Order, constitutes the entire agreement between the parties and supersedes all prior agreements relating to its subject matter. Unless otherwise expressly agreed in writing the Agreement applies in place of and prevails over any terms or conditions contained in or referred to in any correspondence or elsewhere or implied by trade custom or course of dealing. Any general terms of business or other terms and conditions of any order or other document issued by the Customer in connection with the Agreement shall not be binding on Record OS. In entering into the Agreement each party acknowledges that it has not relied on any representations made by the other not set out herein. Nothing in this Clause limits liability for fraudulent misrepresentation.

12.7 Order of Precedence. In the event of conflict, the order of precedence shall be: (a) Customer Order; (b) DPA (Schedule 2); (c) these Terms; (d) Acceptable Use Policy (e) Documentation.

12.8 Severability. If any provision of this Agreement is adjudicated invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and this Agreement will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties. To the extent permitted by Applicable Law, if such modification is not possible, the provision will be severed, and the remainder of this Agreement shall remain in full force and effect.

12.9 Waiver. No waiver will be implied from conduct or failure to enforce rights under this Agreement. No waiver will be effective unless in writing and signed by a duly authorised representative of the waiving party.

12.10 Interpretation. For purposes of this Agreement: (a) "including" means "including without limitation"; (b) a reference to a statute or statutory provision shall include all subordinate legislation and any amendments, extensions, or re-enactments; (c) any reference to "writing" or "written" includes email to an authorised representative; (d) words importing the singular include the plural and vice versa; (e) words importing gender include all genders; and (f) the headings and division of this Agreement into clauses, schedules, and other subdivisions do not affect its interpretation.

12.11 Governing Law and Jurisdiction. This Agreement and any disputes or claims arising out of or in connection with it shall be governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

Schedule 1: Definitions

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests.

"Applicable Data Protection Laws" means all applicable laws relating to data protection, privacy, and the processing of personal data, including UK GDPR and the Data Protection Act 2018.

"Applicable Laws" means all applicable laws, regulations, and binding codes of practice in any relevant jurisdiction.

"Customer Data" means: (i) data and information provided by Customer to Record OS and/or imported, inputted, uploaded and/or shared by Customer for the purpose of using the Service; or (ii) data collected and processed by or for Customer through Customer's use of the Service, but excluding Record OS Data.

"Customer Order" means an ordering document, online order, or order process specifying the Service to be provided, pricing, term, and other commercial terms, which incorporates these Terms by reference.

"Documentation" means the user guides, help materials, and technical documentation for the Service made available by Record OS, as updated from time to time.

"End User" means a taxpayer or other individual client of Customer who uses the Service to submit their Self Assessment information to Customer.

"End User Data" means any data transferred to Record OS by End Users or by Customer on behalf of End Users through the Service.

"Fees" means the fees payable by Customer as specified in the Customer Order.

"Initial Term" means the initial subscription period specified in the Customer Order.

"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks, business names, domain names, rights in designs, database rights, rights in confidential information, and all other intellectual property rights, whether registered or unregistered.

"Personal Data" has the meaning given in UK GDPR.

"Record OS Data" means any data or information provided by Record OS as part of the Service, Aggregated Anonymous Data, and any Feedback.

"Purpose" means using the Service to: (a) collect Self Assessment data from End Users; (b) extract and pre-fill data from documents using AI/OCR functionality; (c) prepare, review, and manage tax returns; (d) obtain End User approval; and (e) submit returns to HMRC.

"Renewal Term" has the meaning given in Clause 9.1.

"Retrieval Period" has the meaning given in Clause 5.4.

"Service" means the Record OS platform and related services, including all modifications, updates, and upgrades thereto, as described in the Documentation.

"Term" means the period from the Effective Date until termination of this Agreement.

"UK GDPR" means the General Data Protection Regulation ((EU) 2016/679) as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.

"User" means an individual authorised by Customer to use the Service on Customer's behalf, including Customer's employees and contractors.