Terms and Conditions

Important Notice — Please Read Carefully

These Terms and Conditions ("Terms") constitute a legally binding agreement between you and ProperSorted governing your access to and use of the ProperSorted platform and services. By creating an Account, accessing the Platform, or otherwise using the Services, you confirm that you have read, understood, and agree to be bound by these Terms in their entirety.

If you do not agree to these Terms, you must not access or use the Services.

These Terms should be read in conjunction with our Privacy Policy, which forms part of our agreement with you and is incorporated into these Terms by reference.

Definitions and Interpretation
About ProperSorted and Our Services
Eligibility and Capacity to Contract
Account Registration, Identity, and Access
Subscription Plans and Fees
Acceptable Use of the Services
Your Data and Data Ownership
HMRC Integration: Authorisation, Submissions, and User Responsibility
Tax Position Estimates and Readiness Assessments — Critical Disclaimer
Intellectual Property Rights
Confidentiality
Warranties and Representations
Limitation of Liability
Indemnification
Third-Party Services and Integrations
Service Availability, Maintenance, and Modifications
Suspension and Termination
Effects of Termination
Dispute Resolution and Governing Law
General Provisions
Contact Information

1. Definitions and Interpretation

1.1 Defined Terms

In these Terms, the following expressions shall have the meanings set out below:

Term	Meaning
Account	A user account, managed through OnePass, that grants an individual User access to the Services under a Tenant context.
Applicable Law	All laws, statutes, regulations, regulatory guidance, and codes of practice applicable to a party's performance of its obligations under these Terms, including the Taxes Management Act 1970, the Income Tax (Trading and Other Income) Act 2005, the Finance Act 2021 (as it relates to Making Tax Digital), UK GDPR, the DPA 2018, and the Electronic Commerce (EC Directive) Regulations 2002.
Authorisation	The OAuth 2.0 authorisation granted by a User to ProperSorted to interact with HMRC's MTD APIs on the User's behalf.
Commencement Date	The date on which a Tenant's subscription to the Services takes effect, being the earlier of (i) the date of activation of the Tenant's Account and (ii) the date of first payment of a Subscription Fee.
Confidential Information	Information that is designated as confidential or that ought reasonably to be regarded as confidential in the circumstances, including Customer Data and ProperSorted's technical architecture, pricing, and product roadmap.
Customer Data	All data, records, files, and content provided, uploaded, or generated by a Tenant or User in connection with the use of the Services, including Financial Records, Evidence Documents, HMRC Submission Data, and property portfolio information.
DPA 2018	The Data Protection Act 2018 (as amended or replaced from time to time).
DPA Schedule	Any separate data processing agreement or data processing addendum executed between the parties governing ProperSorted's processing of personal data as a Processor.
Evidence Documents	Files uploaded to the Platform by Users as supporting documentation for Financial Records.
Financial Records	Rental income records, expense records, additional income input records, and related financial data entered into the Platform.
HMRC	HM Revenue and Customs.
Intellectual Property Rights	All patents, rights to inventions, copyright (including rights in software), moral rights, database rights, trade marks, service marks, business names, domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights.
MTD	Making Tax Digital, the HMRC initiative requiring certain taxpayers to use compatible software for digital record-keeping and tax submission.
OnePass	The unified identity, tenancy, subscription, and access management platform developed and operated by DarkhorseOne Limited. OnePass is the portal through which Users register, subscribe to the Services, and are issued authenticated identity context for access to the Platform.
Platform	The ProperSorted web application, API, backend services, and supporting infrastructure made available to Tenants and Users under these Terms.
Services	The Platform, together with any associated support, documentation, and ancillary services provided by ProperSorted under a subscription.
Submission Data	The data assembled and transmitted to HMRC in the course of an MTD submission workflow, including period-specific Financial Records, fraud-prevention headers, and authorisation credentials.
Subscription Fee	The periodic fee payable by a Tenant for access to the Services, as specified in the applicable order, plan page, or pricing schedule.
Tenant	The legal entity or individual that subscribes to the Services and within whose organisational context Users operate.
Tenant Administrator	A User designated within a Tenant context as having administrative authority to manage Tenant settings, User roles, and certain Platform configurations.
UK GDPR	The UK General Data Protection Regulation as retained in UK domestic law.
User	Any individual natural person who accesses the Services through an Account associated with a Tenant.
Working Day	A day other than a Saturday, Sunday, or public holiday in England and Wales.

1.2 Interpretation

In these Terms, unless the context otherwise requires:

(a) references to a statute or statutory provision include references to that statute or provision as amended, consolidated, or replaced from time to time, and to any subordinate legislation made under it;

(b) words importing the singular include the plural and vice versa;

(d) a reference to "include" or "including" shall be construed as meaning "include without limitation" or "including without limitation";

(e) references to "writing" include email;

(f) a reference to a "party" includes that party's successors and permitted assigns.

2. About ProperSorted and Our Services

2.1 Service Description

ProperSorted is a landlord-focused tax administration workflow platform designed to assist UK residential landlords in organising rental income and allowable expenses, monitoring their estimated tax position, assessing their preparedness for HMRC MTD filings, and executing HMRC MTD digital submissions in a controlled and auditable manner.

The Platform is developed and operated by DarkhorseOne Limited, a private limited company incorporated in England and Wales (Company No. 15002342), registered office at Suite 3.1, 27 Castle Street, Canterbury, Kent, CT1 2PX. Our company website is www.darkhorseone.co.uk. For all enquiries, contact us at service@darkhorseone.co.uk.

2.2 Nature of Service

ProperSorted provides a software tool and workflow management environment. It is not a firm of accountants, a firm of solicitors, a tax advisor, or an authorised firm regulated by the Financial Conduct Authority or the Institute of Chartered Accountants in England and Wales. Nothing in the Services, the Platform, or any communication from ProperSorted constitutes professional tax advice, legal advice, financial advice, or investment advice.

2.3 Scope of Service

The Services are designed exclusively for use by, or on behalf of, UK-based residential landlords in connection with UK property rental income and related tax obligations. The Services are not designed for:

(a) sole trader bookkeeping or self-employment income management unrelated to property letting;

(b) corporate income tax or corporation tax compliance;

(d) general personal financial planning or investment management;

(e) property management, tenant communications, or maintenance coordination.

3. Eligibility and Capacity to Contract

3.1 Eligibility Requirements

To access and use the Services, you must:

(a) be an individual who is at least 18 years of age or, where you are accessing the Services on behalf of a corporate entity or other legal person, be duly authorised to bind that entity;

(b) be resident, domiciled, or operating in the United Kingdom for the purposes for which you intend to use the Services;

(d) not be prohibited from entering into contracts or using the Services under Applicable Law; and

(e) use the Services for lawful purposes in accordance with these Terms.

3.2 Business Customers and Consumer Rights

ProperSorted is designed for use in a business or professional capacity. If you use the Services as a consumer (that is, for purposes wholly or mainly outside your trade, business, craft, or profession), certain statutory rights may apply to you that cannot be excluded or restricted. Nothing in these Terms is intended to limit or exclude your statutory rights to the extent that such limitation or exclusion would be unlawful.

3.3 Compliance with Applicable Law

You are solely responsible for ensuring that your use of the Services complies with all Applicable Law, including UK tax legislation applicable to your personal or business circumstances.

4. Account Registration, Identity, and Access

4.1 OnePass as the Entry Point

Access to the Services is provided exclusively through OnePass, DarkhorseOne's unified identity and subscription management platform. To use ProperSorted, you must:

(a) register an account through OnePass at www.darkhorseone.co.uk or such other URL as DarkhorseOne may designate;

(b) subscribe to an applicable ProperSorted plan through OnePass;

Because OnePass and ProperSorted are both operated by DarkhorseOne Limited, your registration through OnePass and your use of ProperSorted are governed together by these Terms and the Privacy Policy. You do not need to review or accept a separate OnePass terms document; these Terms apply to your use of both platforms.

4.2 Accuracy of Information

You represent and warrant that all information you provide during registration through OnePass and in connection with your use of the Services is accurate, complete, and current. You undertake to update such information promptly when it changes.

4.3 Account Security

You are solely responsible for:

(a) maintaining the confidentiality of your OnePass authentication credentials and any session tokens;

(b) ensuring that access to the Services through your Account is restricted to authorised individuals within your Tenant;

You must notify DarkhorseOne immediately at service@darkhorseone.co.uk if you become aware of or suspect any unauthorised access to or use of your Account or OnePass credentials.

4.4 Tenant and User Role Structure

Access within the Platform is governed by role codes assigned to your Account through OnePass. Your role code determines which capabilities you may exercise within the Platform. DarkhorseOne administers role assignments through the OnePass platform, and a Tenant Administrator may configure roles for Users within their Tenant.

ProperSorted enforces capability boundaries derived from your role code at the API and application layer. You must not attempt to circumvent capability restrictions or access data or functionality beyond that which your role permits.

4.5 Tenant Administrator Responsibility

The Tenant Administrator is responsible for:

(a) managing the assignment of roles to Users within the Tenant through OnePass;

(b) ensuring that only authorised individuals are granted access;

(d) ensuring that Users within the Tenant are made aware of and agree to these Terms before accessing the Services.

By accepting these Terms on behalf of a Tenant, the Tenant Administrator represents that they have full authority to do so and to bind the Tenant.

Accounts are issued to individual named Users and may not be shared, transferred, or used by more than one natural person.

5. Subscription Plans and Fees

5.1 Subscription Basis

Access to the Services is provided on a subscription basis, purchased and managed through the OnePass platform operated by DarkhorseOne Limited. The Subscription Fees, billing periods, feature entitlements, and plan terms applicable to your subscription are set out in the plan selection pages and pricing schedule presented to you through OnePass at the time of subscription, and as updated from time to time in accordance with Section 5.4.

5.2 Payment Terms

(a) Subscription Fees are payable in advance, in the currency and by the payment method specified at the time of subscription.

(b) You authorise ProperSorted (or its designated payment processor) to charge the Subscription Fee to your nominated payment method at the commencement of each billing period.

(c) All fees are quoted exclusive of VAT and any other applicable taxes, which will be added where applicable and for which you are responsible.

5.3 Renewal

Subscriptions renew automatically at the end of each billing period at the then-current Subscription Fee, unless cancelled by you in accordance with Section 17. ProperSorted will provide reasonable advance notice before renewing a subscription at a materially increased price.

5.4 Fee Changes

ProperSorted reserves the right to change Subscription Fees on not less than 30 days' written notice. If you do not agree to a fee change, you may terminate your subscription before the revised fee takes effect in accordance with Section 17. Continued use of the Services after the revised fee takes effect constitutes acceptance of the new fee.

5.5 Late Payment

If payment is not received when due, ProperSorted reserves the right to:

(a) suspend access to the Services upon not less than 5 Working Days' written notice;

(b) charge statutory interest on overdue amounts at 8% per annum above the Bank of England base rate from time to time, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998;

5.6 Non-refundable Fees

Except as expressly provided in these Terms or required by Applicable Law:

(a) Subscription Fees are non-refundable once a billing period has commenced; and

(b) no refunds will be issued for partial periods of use, unused features, or periods during which a subscription was suspended.

5.7 Disputes

If you dispute any charge, you must notify ProperSorted in writing within 30 days of the charge appearing on your invoice or payment statement. Failure to notify within this period constitutes your acceptance of the charge.

5.8 Free Trial and Promotional Access

Where ProperSorted offers a free trial or promotional access period:

(a) Such access is provided for evaluation purposes only and may be subject to usage limitations;

(b) ProperSorted reserves the right to terminate a free trial at any time on notice;

6. Acceptable Use of the Services

6.1 Permitted Use

You may use the Services solely for the purpose of managing your UK property rental income, associated landlord expenses, and related HMRC MTD obligations, in accordance with these Terms.

6.2 Prohibited Conduct

You must not, and must not permit any third party to:

(a) use the Services for any purpose that is unlawful, fraudulent, deceptive, or misleading;

(b) submit false, inaccurate, or fabricated Financial Records, income data, or supporting evidence to the Platform or to HMRC through the Platform;

(c) use the Services to facilitate tax evasion or any other criminal activity, including money laundering or financial fraud;

(d) attempt to gain unauthorised access to any part of the Services, the Platform's infrastructure, any other Tenant's data, or ProperSorted's systems;

(e) probe, scan, or test the vulnerability of the Platform or circumvent any security or access control measure;

(f) attempt to reverse engineer, decompile, disassemble, or otherwise derive source code from the Platform or any component thereof, except to the extent that such restriction is prohibited by Applicable Law;

(g) copy, reproduce, distribute, resell, sublicense, or otherwise make the Services available to third parties without ProperSorted's prior written consent;

(h) use the Platform to develop a competing product or service, or for any benchmarking or competitive intelligence purpose;

(i) introduce to the Platform any virus, malware, spyware, ransomware, trojan, worm, or other malicious or harmful code;

(j) use automated scripts, bots, scrapers, or other automated means to access or interact with the Platform in a manner that places excessive load on the infrastructure or that circumvents rate limiting or usage controls;

(k) use the Services in a way that infringes the Intellectual Property Rights, privacy rights, or other rights of any third party;

(l) use the Services in violation of any export control, sanctions, or regulatory laws applicable in the United Kingdom; or

(m) permit any User to use the Services if that User's access has been suspended or terminated by ProperSorted.

6.3 Consequences of Prohibited Use

ProperSorted reserves the right to suspend or terminate access to the Services immediately, without prior notice, where it has reasonable grounds to believe that you are engaged in prohibited conduct. Suspension or termination for prohibited use does not entitle you to any refund of Subscription Fees.

6.4 Cooperation with Investigations

You agree to cooperate with any investigation conducted by ProperSorted into suspected prohibited use, and to provide such information as ProperSorted may reasonably request in connection with such investigation, subject to your legal rights.

7. Your Data and Data Ownership

7.1 Ownership of Customer Data

All Customer Data remains your property. ProperSorted does not claim any ownership over Customer Data by virtue of your use of the Services.

7.2 Licence to Process Customer Data

By submitting Customer Data to the Platform, you grant ProperSorted a non-exclusive, limited, worldwide licence to store, process, and use your Customer Data solely:

(a) to provide and operate the Services in accordance with these Terms;

(b) to maintain, improve, and secure the Platform;

(d) as otherwise described in our Privacy Policy.

This licence does not permit ProperSorted to use Customer Data for its own commercial purposes unrelated to service delivery, to share Customer Data with third parties except as described in the Privacy Policy, or to train machine learning models on your Customer Data without your separate consent.

7.3 Your Responsibility for Customer Data

You are solely responsible for:

(a) the accuracy, completeness, and legality of all Customer Data you submit to the Platform;

(b) ensuring you have all necessary rights, consents, and permissions to submit Customer Data to the Platform, including where Customer Data relates to third parties;

(c) ensuring that the Customer Data you submit does not infringe any third party's Intellectual Property Rights, privacy rights, or other legal rights;

(d) maintaining your own independent copies of all Customer Data submitted to the Platform and not relying solely on the Platform as your primary record-keeping system.

7.4 Data Export

You may export your Customer Data from the Platform in the formats made available within the export and reporting features of the Services. ProperSorted will not impose technical barriers preventing you from accessing your Customer Data for export during an active subscription.

7.5 Data Processing Agreement

To the extent that ProperSorted processes personal data on your behalf in the performance of the Services (for example, where you operate a business and the data of individuals flows through the Platform), ProperSorted will act as a data Processor and you will act as a data Controller. The parties agree to be bound by the terms of the DPA Schedule, which is incorporated into these Terms by reference. The DPA Schedule sets out the subject matter, duration, nature, and purpose of the processing, the type of personal data, and the categories of data subjects.

8. HMRC Integration: Authorisation, Submissions, and User Responsibility

8.1 Nature of HMRC Integration

ProperSorted provides a managed workflow enabling you to authorise the Platform to interact with HMRC's MTD APIs on your behalf, to assemble MTD submissions from your Financial Records, and to dispatch those submissions to HMRC. This functionality is designed to facilitate your compliance with your MTD obligations.

8.2 Your Responsibility as Taxpayer

You are at all times solely responsible for:

(a) the accuracy and completeness of all data submitted to HMRC through the Platform;

(b) ensuring that Financial Records entered into the Platform correctly reflect your actual rental income, allowable expenses, and any other relevant amounts;

(d) complying with your MTD filing obligations, including applicable deadlines;

(e) maintaining the underlying source documents and primary accounting records required by HMRC, independently of the Platform;

(f) any tax liability, interest, penalty, or surcharge arising from inaccurate, incomplete, or late submissions to HMRC, regardless of whether such submissions were made through the Platform.

8.3 ProperSorted Is Not a Tax Agent

ProperSorted does not act, and is not registered to act, as your tax agent with HMRC. The Platform is software that facilitates your own submissions. ProperSorted does not review or verify the accuracy of your Financial Records or Submission Data. We do not accept liability for any submission made on your behalf through the Platform.

8.4 HMRC Authorisation Scope

When you complete the HMRC OAuth authorisation flow through the Platform, you grant HMRC-mediated permission for ProperSorted to interact with specific, scoped MTD API endpoints on your behalf. This permission is revocable at any time:

(a) through the HMRC online account management portal; or

(b) by disconnecting from HMRC within the Platform's HMRC settings.

Revoking authorisation will prevent the Platform from making further MTD submissions on your behalf until re-authorisation is completed.

8.5 Fraud-Prevention Headers

HMRC requires that all MTD-compatible software transmit fraud-prevention technical data with each API request. By using the HMRC integration features of the Platform, you acknowledge and consent to the collection and transmission of the fraud-prevention header data described in the Privacy Policy. This transmission is mandatory and cannot be disabled without ceasing to use the HMRC integration features.

8.6 Submission Accuracy

The Platform assembles Submission Data from the Financial Records you have entered. ProperSorted's submission assembly is based on the data as entered; it does not independently verify figures against your bank statements, accountancy records, or HMRC's records. You must independently verify that the Submission Data assembled by the Platform is accurate before authorising dispatch.

8.7 Submission Records

The Platform retains a structured record of each HMRC submission made through the Platform, including a snapshot of the data submitted, the timestamp of submission, and any acknowledgement received from HMRC. This record is provided for your reference only. It does not constitute a replacement for your own record-keeping obligations under HMRC requirements.

8.8 HMRC System Availability

ProperSorted has no control over the availability, performance, or behaviour of HMRC's MTD API infrastructure. ProperSorted is not responsible for submission failures, acknowledgement delays, or errors caused by HMRC system outages or HMRC's rejection of data for reasons unrelated to Platform operation.

9. Tax Position Estimates and Readiness Assessments — Critical Disclaimer

9.1 Informational Estimates Only

The tax-position projections, liability estimates, readiness assessments, and readiness scores generated by the Platform are estimates only. They are computed from the Financial Records you have entered into the Platform and are subject to the limitations, assumptions, and simplifications described in the Platform's confidence and disclaimer notices.

9.2 Assumptions Underlying Estimates

Tax-position estimates are calculated using:

(a) the income and expense data you have entered, including any additional personal income inputs you have provided;

(b) standard UK income tax rates, allowances, and thresholds applicable to the relevant tax year, as configured in the Platform;

(d) an assumption that the data entered is complete and accurate.

9.3 Not Professional Tax Advice

No estimate, projection, readiness score, or assessment generated by the Platform constitutes professional tax advice. The Platform does not account for:

(a) your individual tax circumstances beyond the data you enter;

(b) reliefs, elections, or planning strategies that may be available to you;

(d) changes in tax rates, allowances, or legislation occurring after the Platform's reference data was last updated;

(e) HMRC's exercise of discretion in any particular matter;

(f) the consequences of any enquiry, investigation, or compliance check initiated by HMRC.

9.4 Independent Professional Advice

ProperSorted strongly recommends that you consult a suitably qualified and appropriately regulated tax advisor, chartered accountant, or tax barrister before:

(a) making any significant financial decision based on a Platform estimate;

(b) submitting a tax return or MTD filing that you have not independently verified;

9.5 No Warranty as to Estimate Accuracy

To the fullest extent permitted by Applicable Law, ProperSorted makes no warranty, express or implied, as to the accuracy, completeness, currency, or fitness for any particular purpose of any tax-position estimate, readiness assessment, or associated computation. You rely on such estimates entirely at your own risk.

10. Intellectual Property Rights

10.1 ProperSorted IP

All Intellectual Property Rights in and to the Platform, the Services, ProperSorted's software (including source code, object code, and APIs), algorithms, databases, design elements, documentation, trade marks, and all derivative works thereof are and shall remain the exclusive property of ProperSorted or its licensors.

Nothing in these Terms transfers to you any right, title, or interest in ProperSorted's Intellectual Property Rights, except the limited licence expressly granted under Section 10.2.

10.1A Patent Rights

Aspects of the Platform and Services are the subject of British Patent Application No. 2517987.0, filed by DarkhorseOne Limited. All rights in and to such patent application, and any patents granted pursuant to it or any related applications (whether national, international, or divisional), are and shall remain the exclusive property of DarkhorseOne Limited.

Nothing in these Terms grants or implies any licence under any patent, patent application, or other Intellectual Property Right of DarkhorseOne Limited other than the limited licence expressly set out in Section 10.2. You must not, directly or indirectly, challenge the validity of, or apply to revoke, any patent or patent application owned or controlled by DarkhorseOne Limited.

10.2 Licence to Use the Services

Subject to your compliance with these Terms and payment of the applicable Subscription Fees, ProperSorted grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited licence to access and use the Platform and Services during the subscription term solely for your own internal business purposes in accordance with these Terms.

This licence does not include the right to:

(a) resell or commercially exploit the Services or any part thereof;

(b) create derivative works based on the Platform;

(d) use the Platform's APIs except through the interfaces provided by ProperSorted.

10.3 Customer Data IP

All Intellectual Property Rights in Customer Data remain with you or your licensors, as applicable. By submitting Customer Data to the Platform, you grant ProperSorted the limited licence described in Section 7.2.

10.4 Feedback

If you provide ProperSorted with feedback, suggestions, or ideas regarding the Services ("Feedback"), you hereby assign to ProperSorted all Intellectual Property Rights in such Feedback on a royalty-free, perpetual, irrevocable, worldwide basis. ProperSorted may use and incorporate such Feedback into the Services without restriction and without obligation to you.

10.5 Trade Marks

"ProperSorted" and associated logos and trade marks are trade marks of ProperSorted. You must not use any ProperSorted trade mark without our prior written consent.

11. Confidentiality

11.1 Obligations of Confidence

Each party agrees to keep the other party's Confidential Information strictly confidential and not to disclose it to any third party without the other party's prior written consent, except as expressly permitted in these Terms.

11.2 Permitted Disclosures

Each party may disclose the other's Confidential Information:

(a) to its employees, officers, contractors, professional advisors, or agents who need to know such information for the purposes of performing obligations or exercising rights under these Terms, provided that such persons are bound by obligations of confidentiality no less protective than those in these Terms;

(b) to the extent required by Applicable Law, any court of competent jurisdiction, or any regulatory authority, provided that the disclosing party (where legally permitted) gives the other party prompt prior written notice of the required disclosure to enable it to seek a protective order.

11.3 Exclusions

The obligations in Section 11.1 do not apply to information that:

(a) is or becomes publicly available through no fault of the receiving party;

(b) was already known to the receiving party without restriction before disclosure;

(d) is independently developed by the receiving party without reference to the Confidential Information.

11.4 Duration

The obligations in this Section 11 shall survive termination or expiry of these Terms for a period of five years.

12. Warranties and Representations

12.1 ProperSorted's Warranties

ProperSorted warrants that:

(a) it has full legal authority to enter into and perform its obligations under these Terms;

(b) the Services will be provided with reasonable skill and care;

(c) it will use appropriate technical and organisational measures to protect Customer Data in accordance with the Privacy Policy and the DPA Schedule;

(d) the Services will not knowingly incorporate material that infringes any third party's Intellectual Property Rights.

12.2 User's Warranties and Representations

You warrant and represent that:

(a) you have full legal capacity and authority to enter into these Terms and, where applicable, to bind the Tenant;

(b) all Customer Data submitted by you is accurate, complete, and lawfully obtained, and does not infringe the rights of any third party;

(d) you will not use the Services to facilitate fraud, tax evasion, or any other criminal activity;

(e) you hold all necessary rights and permissions to submit any third-party data to the Platform.

12.3 Disclaimer of Other Warranties

To the fullest extent permitted by Applicable Law, and except as expressly set out in Section 12.1:

(a) the Services and Platform are provided "as is" and "as available" without any warranty of any kind, express or implied;

(b) ProperSorted expressly disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted availability;

(c) ProperSorted does not warrant that the Services will be free from errors, bugs, or interruptions, or that they will meet your specific requirements;

(d) ProperSorted does not warrant the accuracy or completeness of any tax-position estimates, readiness assessments, or related computations generated by the Platform.

13. Limitation of Liability

13.1 Categories of Loss Excluded

To the fullest extent permitted by Applicable Law, ProperSorted shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

(a) loss of profits, revenue, or anticipated savings;

(b) loss of business, contracts, goodwill, or business opportunity;

(c) loss of or corruption of data (other than direct loss of Customer Data caused solely by ProperSorted's negligence);

(d) loss arising from inaccurate tax-position estimates or readiness assessments;

(e) any HMRC penalty, surcharge, interest, or compliance cost arising from inaccurate, incomplete, or late submissions;

(f) indirect, special, incidental, consequential, or punitive loss or damage;

whether or not ProperSorted was advised of the possibility of such losses.

13.2 Aggregate Liability Cap

Subject to Section 13.3, ProperSorted's total aggregate liability to you in any 12-month period, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Subscription Fees paid by you to ProperSorted in the 12 months immediately preceding the event giving rise to the claim.

13.3 Losses Not Excluded or Capped

Nothing in these Terms shall limit or exclude ProperSorted's liability for:

(a) death or personal injury caused by ProperSorted's negligence;

(b) fraud or fraudulent misrepresentation;

(c) any other liability that cannot be lawfully excluded or limited under Applicable Law, including the Consumer Rights Act 2015 where applicable.

13.4 Mitigation

You must take all reasonable steps to mitigate any loss or damage you suffer in connection with the Services or these Terms.

13.5 Reasonableness of Limitations

You acknowledge that the limitations and exclusions of liability set out in this Section 13 are reasonable having regard to all the circumstances, including the nature of the Services, the subscription fee payable, and the fact that tax compliance responsibility remains with you as the taxpayer. These limitations form a material part of the bargain between the parties.

14. Indemnification

14.1 Your Indemnity

You shall indemnify, defend, and hold harmless ProperSorted and its officers, directors, employees, agents, and subcontractors from and against any and all claims, demands, losses, damages, costs, expenses (including reasonable legal fees), and liabilities arising from or in connection with:

(a) your breach of these Terms;

(b) your violation of any Applicable Law;

(d) your use of the Services for any purpose not permitted under these Terms;

(e) any HMRC enquiry, penalty, or proceeding arising from inaccurate or incomplete data submitted by you through the Platform; or

(f) any third-party claim arising from your use of the Services.

14.2 Indemnification Procedure

ProperSorted will: (i) promptly notify you of any claim for which indemnification is sought; (ii) grant you control of the defence and settlement of such claim (provided you may not settle any claim that imposes obligations on ProperSorted without our prior written consent); and (iii) provide reasonable cooperation in the defence, at your cost. ProperSorted may participate in its own defence with counsel of its own choosing, at its own expense.

15. Platform Dependencies and External Integrations

15.1 OnePass — DarkhorseOne's Own Platform

OnePass is operated by DarkhorseOne Limited, the same company that operates ProperSorted. These Terms govern your use of both OnePass (as the registration and subscription gateway) and ProperSorted (as the tax workflow Platform). DarkhorseOne is responsible for the availability, security, and performance of OnePass to the same standard as it is responsible for ProperSorted.

Scheduled or emergency maintenance affecting OnePass may result in temporary unavailability of authentication or subscription management functions, which may in turn affect your ability to access the Platform. DarkhorseOne will provide advance notice of planned OnePass maintenance that is reasonably expected to affect Platform access.

15.2 HMRC API

The Services integrate with HMRC's MTD API infrastructure. HMRC's systems are operated independently of ProperSorted. ProperSorted is not responsible for HMRC system availability, HMRC API errors, HMRC processing delays, or HMRC decisions regarding submissions. Any technical changes to HMRC's API specifications may require corresponding changes to the Platform, which ProperSorted will use reasonable endeavours to implement promptly.

15.3 Cloud and Infrastructure Providers

ProperSorted uses third-party cloud and infrastructure providers to operate the Platform. ProperSorted will use reasonable endeavours to ensure these providers maintain appropriate service levels and security standards.

15.4 Third-Party Links

The Platform may contain links to third-party websites or resources. ProperSorted does not control, endorse, or accept responsibility for any third-party website, content, product, or service. Accessing third-party resources is at your own risk.

16. Service Availability, Maintenance, and Modifications

16.1 Service Availability

ProperSorted will use commercially reasonable endeavours to make the Services available 99.5% of the time in any calendar month, excluding:

(a) scheduled maintenance windows (of which ProperSorted will provide reasonable advance notice);

(b) emergency maintenance required to address critical security vulnerabilities;

(d) force majeure events;

(e) third-party service outages beyond ProperSorted's reasonable control.

16.2 Maintenance

ProperSorted reserves the right to take the Services offline for scheduled maintenance. Where practicable, maintenance will be scheduled outside peak UK business hours, and advance notice will be provided through the Platform or by email.

16.3 Service Modifications

ProperSorted reserves the right to modify, enhance, discontinue, or replace features of the Services at any time, provided that:

(a) any modification that materially reduces core functionality will be notified to you at least 30 days in advance;

(b) if a material reduction in functionality cannot reasonably be accommodated, you may terminate your subscription in accordance with Section 17 and receive a pro-rata refund of prepaid Subscription Fees for the affected period.

16.4 No Downtime Compensation as Default

Unless agreed in a separate service level agreement ("SLA"), ProperSorted does not offer compensation, credits, or refunds for service downtime. If you require guaranteed uptime commitments or compensation mechanisms, please contact ProperSorted to discuss enterprise plan options.

16.5 Force Majeure

Neither party shall be liable for any failure or delay in performance of its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including acts of God, pandemic, war, terrorism, civil unrest, governmental action, natural disaster, internet outages, or failures in third-party infrastructure. The affected party must notify the other promptly and use reasonable endeavours to mitigate the impact.

17. Suspension and Termination

17.1 Termination by You

You may terminate your subscription at any time by:

(a) providing written notice to ProperSorted; or

(b) cancelling through the subscription management settings within the Platform.

Where you terminate mid-period, termination takes effect at the end of the current billing period. Subscription Fees for the current billing period are non-refundable unless ProperSorted has materially breached these Terms.

17.2 Termination by ProperSorted for Breach

ProperSorted may terminate these Terms immediately on written notice if:

(a) you commit a material breach of these Terms and fail to remedy that breach within 14 days of written notice requiring you to do so;

(b) you commit a breach that is not capable of remedy;

(d) you use the Services in a way that, in ProperSorted's reasonable opinion, constitutes fraud, tax evasion, or a serious violation of Applicable Law.

17.3 Suspension Without Termination

ProperSorted may suspend access to the Services (without terminating these Terms) on immediate written notice if:

(a) you fail to pay any Subscription Fee within 10 days of the due date;

(b) ProperSorted is required to do so to comply with a legal obligation or regulatory direction;

(c) ProperSorted determines in good faith that continued operation poses a security risk to the Platform or other Tenants;

(d) ProperSorted has reasonable grounds to investigate potential prohibited use under Section 6.

Suspension shall not constitute a breach of these Terms by ProperSorted.

17.4 Termination by ProperSorted for Convenience

ProperSorted may terminate these Terms and your subscription for convenience on not less than 60 days' written notice, in which case ProperSorted will refund any prepaid Subscription Fees covering the period after the effective termination date.

17.5 HMRC Submissions During Suspension

During a period of suspension, you will not be able to access the Platform or submit data to HMRC. ProperSorted is not responsible for any MTD filing deadline missed during a period of lawful suspension.

18. Effects of Termination

18.1 Cessation of Access

Upon expiry or termination of these Terms for any reason:

(a) your access to the Platform and Services will cease;

(b) the licence granted under Section 10.2 will immediately terminate;

18.2 Data Retention After Termination

Following termination, ProperSorted will:

(a) retain Customer Data subject to statutory tax record-keeping retention periods (as described in the Privacy Policy) for the minimum required periods;

(b) make Customer Data available for export by the Tenant for a period of 60 days following the effective date of termination, subject to payment of any outstanding fees;

(c) thereafter delete or anonymise Customer Data not subject to statutory retention obligations, in accordance with the Privacy Policy.

18.3 HMRC Connection

Following termination, you should revoke ProperSorted's HMRC authorisation directly through HMRC's online account management portal. ProperSorted will use reasonable endeavours to revoke the stored authorisation token upon account closure, but you remain responsible for confirming revocation with HMRC.

18.4 Survival

The following provisions shall survive termination or expiry of these Terms: Section 1 (Definitions), Section 7 (Your Data), Section 9 (Tax Position Estimates Disclaimer), Section 10 (Intellectual Property Rights), Section 11 (Confidentiality), Section 13 (Limitation of Liability), Section 14 (Indemnification), Section 18 (Effects of Termination), and Section 19 (Dispute Resolution and Governing Law).

19. Dispute Resolution and Governing Law

19.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

19.2 Jurisdiction

Subject to Section 19.3, each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim arising out of or in connection with these Terms.

19.3 Escalation and Good Faith Resolution

Before either party commences any legal proceedings, the parties agree to:

(a) notify the other party in writing of the nature of the dispute and the relief sought;

(b) attempt to resolve the dispute through good-faith negotiation between senior representatives of each party within 30 days of the notice; and

(c) if negotiation does not resolve the dispute within 30 days, either party may escalate to the dispute resolution procedure in Section 19.4.

The obligation to attempt good-faith negotiation does not apply where immediate injunctive or other emergency relief is sought.

19.4 Mediation

If the dispute is not resolved through negotiation under Section 19.3, the parties agree to explore in good faith whether mediation could resolve the dispute, with the mediator to be appointed by agreement or, failing agreement, by the Centre for Effective Dispute Resolution ("CEDR") in London. The costs of mediation shall be shared equally unless otherwise agreed.

19.5 Litigation

If mediation does not resolve the dispute within 30 days of the appointment of a mediator (or such longer period as the parties agree in writing), either party may commence litigation in the courts of England and Wales in accordance with Section 19.2.

20. General Provisions

20.1 Entire Agreement

These Terms (together with the Privacy Policy, any DPA Schedule, and the subscription plan terms and pricing schedule accepted through OnePass) constitute the entire agreement between the parties in relation to their subject matter and supersede all prior agreements, representations, and understandings. No variation of these Terms shall be effective unless made in writing and signed by or on behalf of both parties, subject to ProperSorted's right to update these Terms under Section 20.2.

20.2 Amendments to These Terms

ProperSorted reserves the right to amend these Terms from time to time. We will provide notice of material amendments by:

(a) displaying a notification within the Platform on your next login; and/or

(b) sending an email to the address associated with your Account.

Material amendments will take effect 30 days after the date of notification, or on the date you accept the amended Terms if earlier. Your continued use of the Services after the effective date of an amendment constitutes your acceptance of the amended Terms. If you do not accept an amendment, you may terminate your subscription before the amendment takes effect in accordance with Section 17.

20.3 Waiver

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. No waiver of any breach shall be construed as a waiver of any subsequent breach of the same or any other provision.

20.4 Severability

If any provision or part-provision of these Terms is or becomes invalid, unenforceable, or illegal, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the rest of these Terms.

20.5 Assignment

(a) You may not assign, transfer, charge, subcontract, or deal in any other manner with all or any of your rights or obligations under these Terms without ProperSorted's prior written consent.

(b) ProperSorted may assign or transfer its rights and obligations under these Terms to a successor entity in the context of a merger, acquisition, restructuring, or sale of substantially all of its assets, provided that such entity agrees to be bound by these Terms and the Privacy Policy. ProperSorted will notify you of such assignment.

20.6 No Partnership or Agency

Nothing in these Terms is intended to, or shall, constitute a partnership, joint venture, agency, franchise, or employment relationship between the parties.

20.7 Notices

All notices required under these Terms shall be in writing and delivered by email (with read receipt or acknowledgement requested) or by prepaid first-class post to the addresses specified in these Terms or as otherwise notified by each party. Notices by email are deemed received on the next Working Day after sending. Notices by post are deemed received three Working Days after posting.

Notices to ProperSorted: service@darkhorseone.co.uk ProperSorted Legal Suite 3.1, 27 Castle Street, Canterbury, Kent, England, CT1 2PX

Notices to you: your Account email address as registered with OnePass, or such other address as you may notify in writing.

20.8 Third-Party Rights

A person who is not a party to these Terms shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms, except that an affiliate of ProperSorted may enforce any term that confers a benefit on that affiliate. This does not affect any right or remedy that exists or is available independently of that Act.

20.9 Counterparts and Electronic Execution

These Terms may be executed electronically and in any number of counterparts, each of which when executed shall constitute a duplicate original. Electronic acceptance of these Terms (including by clicking "I agree" or "Accept") has the same legal effect as a handwritten signature.

20.10 Language

These Terms are written in English. Any translation provided for convenience does not form part of the agreement between the parties. In the event of any inconsistency between the English version and a translation, the English version shall prevail.

21. Contact Information

All Enquiries (General, Legal, Support, and Data Protection): service@darkhorseone.co.uk

Website: www.darkhorseone.co.uk

Notices to ProperSorted (Legal Notices): DarkhorseOne Limited (Legal) Suite 3.1, 27 Castle Street Canterbury, Kent, CT1 2PX England and Wales

Registered Office: DarkhorseOne Limited Suite 3.1, 27 Castle Street, Canterbury, Kent, CT1 2PX England and Wales

Company Number: 15002342 VAT Number: GB 478687514 British Patent Application No.: 2517987.0 ICO Registration Reference: ZB913022

These Terms and Conditions are governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over any dispute arising under or in connection with these Terms.

DarkhorseOne Limited · Company No. 15002342 · VAT No. GB 478687514 · ICO Ref. ZB913022 · British Patent Application No. 2517987.0 Suite 3.1, 27 Castle Street, Canterbury, Kent, CT1 2PX · www.darkhorseone.co.uk