Terms of Service

Effective date: 27 April 2026

These Terms of Service ("Terms") form a binding contract between EC Digital Limited, a company incorporated in Jersey with company number 164058 and registered office at St Helier, Jersey ("EC Digital", "we", "us", "our"), and the firm or organisation that registers an account to use the Software (the "Customer", "you", "your").

By registering an account for Cita, you confirm that (a) you are authorised to bind the Customer to these Terms, (b) you have read and accepted these Terms on the Customer's behalf, and (c) the Customer agrees to be bound by these Terms. If you do not accept these Terms, do not register an account and do not use the Software.

1. Definitions

In these Terms, the following words have the meanings given:

• "Authorised User" means an employee, partner, contractor, or temporary worker of the Customer who is permitted by the Customer to access and use the Software in connection with the Customer's business.
• "Cita" or the "Software" means the Cita desktop application (in all current and future versions) made available by EC Digital, together with any associated documentation, updates, and online services that support it.
• "Customer Data" means data and information entered into, generated by, or processed by the Software on the Customer's systems, including data relating to the Customer's clients.
• "Submission" means a single submission of a Jersey personal income tax return to Revenue Jersey via the TOOS API initiated through the Software.
• "Submission Credit" means a pre-paid entitlement to make one Submission, purchased by the Customer in accordance with Section 6.
• "TOOS" means Revenue Jersey's Taxes Office Online Services, including its application programming interface used by the Software to transmit Submissions.
• "Website" means the website operated by EC Digital at [INSERT: domain, e.g. https://citajersey.com].

2. The Software and how it works

2.1 Cita is a desktop application designed for accountancy firms, trust companies, and other tax agents preparing Jersey personal income tax returns on behalf of their clients.

2.2 The Software is installed on the Customer's own devices and operates on the Customer's own network. Customer Data, including all client tax data, remains on the Customer's systems and is not transmitted to or stored by EC Digital at any time. Submissions are transmitted directly from the Customer's systems to TOOS.

2.3 EC Digital operates a separate, limited online service for account registration, billing, Submission Credit management, and licence verification. That service does not receive or store Customer Data relating to the Customer's clients or their tax affairs.

3. Licence

3.1 Subject to the Customer's compliance with these Terms and payment of all applicable Fees, EC Digital grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence during the term of these Terms to:

(a) install and use the Software on devices controlled by the Customer; and

(b) permit Authorised Users to use the Software in the ordinary course of the Customer's business.

3.2 The licence is granted to the Customer as a single legal entity. The Customer is responsible for the acts and omissions of its Authorised Users as if they were its own.

4. Restrictions

4.1 The Customer must not, and must not permit any Authorised User or third party to:

(a) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software, except to the extent expressly permitted by applicable law;

(b) copy, modify, adapt, translate, or create derivative works of the Software;

(c) sell, resell, rent, lease, sublicense, distribute, or otherwise commercially exploit the Software, or use the Software to provide services to third parties on a service-bureau, software-as-a-service, or outsourced basis other than to provide ordinary tax-agent services to the Customer's own clients;

(d) remove, alter, or obscure any proprietary notice in the Software;

(e) use the Software in breach of any applicable law, including the Income Tax (Jersey) Law 1961 and any rules, guidance, or directions issued by Revenue Jersey;

(f) use the Software to make filings the Customer is not authorised to make, or to commit or facilitate fraud, tax evasion, or any other unlawful act;

(g) circumvent or attempt to circumvent any licence verification, Submission Credit accounting, or other technical restriction in the Software; or

(h) use the Software in a manner that interferes with TOOS, with EC Digital's online services, or with any other user.

5. Customer account and Authorised Users

5.1 To use the Software, the Customer must register an account through the Website. The Customer must provide accurate, complete, and current information and must keep that information up to date.

5.2 The Customer is responsible for maintaining the confidentiality of all credentials issued to it or its Authorised Users and for all activity that occurs under its account, whether or not authorised by the Customer.

5.3 The Customer must promptly notify EC Digital of any suspected unauthorised access to its account.

6. Submission Credits

6.1 Use of the Software to make Submissions requires Submission Credits, purchased in advance in the following packs:

6.2 EC Digital may change the price or composition of Submission Credit packs at any time on prior written notice. Price changes do not apply retrospectively to Submission Credits already purchased.

6.3 Expiry. All unused Submission Credits expire at 23:59 (Jersey time) on 31 July following purchase, regardless of how many remain unused. Expired Submission Credits are forfeited and are not refundable, exchangeable, or extendable.

6.4 A Submission Credit is consumed when the Software successfully transmits a Submission to TOOS. If a Submission is rejected by TOOS for technical reasons attributable to the Software (and not to the content of the return), EC Digital will, on the Customer's request, restore one Submission Credit to the Customer's account.

6.5 Submission Credits have no cash value, may not be transferred between Customer accounts, and may not be redeemed for any product or service other than Submissions made through the Software.

7. Fees, invoicing, and payment

7.1 The Customer must pay the fees set out in EC Digital's invoice ("Fees"). Fees are payable in pounds sterling and are exclusive of any value added tax, goods and services tax, or similar tax, which the Customer must pay in addition where applicable.

7.2 Invoices are issued at the time of purchase and are payable within 14 days of the invoice date unless otherwise stated on the invoice.

7.3 EC Digital may suspend the Customer's account, withhold delivery of Submission Credits, or terminate these Terms if any invoice is more than 30 days overdue. The Customer must reimburse EC Digital for reasonable costs of recovery, including legal fees.

7.4 The Customer agrees that all Fees are non-cancellable once paid, except as expressly set out in Section 19 (Refunds).

8. Tax filings — Customer's sole responsibility

This Section 8 is fundamental to these Terms. The Customer should read it carefully.

8.1 The Software is a tool that assists tax agents in preparing and submitting Jersey personal income tax returns. EC Digital is not a tax adviser, does not provide tax, legal, accounting, or professional advice, and does not act as a tax agent on behalf of any taxpayer. Nothing produced by, displayed in, or output from the Software constitutes tax advice.

8.2 The Customer is solely responsible for:

(a) the accuracy, completeness, lawfulness, and timeliness of every tax return prepared and every Submission made using the Software, whether by the Customer, an Authorised User, or any other person using the Customer's account;

(b) reviewing every tax return in full before authorising its Submission and confirming that it is correct;

(c) ensuring that the Customer is properly authorised under the Income Tax (Jersey) Law 1961, and any other applicable law, to act as agent for each taxpayer on whose behalf a Submission is made;

(d) retaining all records and supporting documentation required by Revenue Jersey or by law; and

(e) all communications with Revenue Jersey, including responding to queries, assessments, enquiries, investigations, and appeals.

8.3 EC Digital does not warrant or represent that:

(a) any calculation, computation, form, or output produced by the Software reflects the correct application of Jersey tax law to the Customer's or any taxpayer's circumstances;

(b) the Software will identify every error, omission, or inconsistency in data entered by the Customer;

(c) the Software's interpretation of any tax rule will match Revenue Jersey's interpretation in any given case; or

(d) the use of the Software will result in any particular tax outcome, refund, deduction, allowance, or assessment.

8.4 EC Digital has no liability whatsoever for, and the Customer indemnifies EC Digital against:

(a) any tax, surcharge, penalty, fine, interest, or other charge assessed or levied by Revenue Jersey or any other authority on the Customer or on any of the Customer's clients;

(b) any loss, damage, claim, or liability arising from the rejection, late filing, incorrect filing, or non-filing of any tax return;

(c) any loss, damage, claim, or liability arising from a complaint, claim, or action by any of the Customer's clients in connection with services the Customer provides using the Software; and

(d) any loss, damage, claim, or liability arising from the Customer or any Authorised User relying on output from the Software without independent professional review.

9. Software updates and TOOS connectivity

9.1 EC Digital may release updates to the Software from time to time. Updates are not installed automatically: the Customer or its Authorised Users must initiate the installation of an update through the Software.

9.2 The Customer is responsible for installing updates promptly. EC Digital does not support, and may decline to provide support for, versions of the Software more than two minor releases behind the current release.

9.3 Submissions are transmitted via TOOS, which is a third-party system operated by Revenue Jersey. EC Digital does not control TOOS and is not responsible for its availability, performance, or behaviour. The Software's ability to make Submissions depends on TOOS being available and accepting Submissions in the format the Software produces. EC Digital has no liability for any failure, delay, error, downtime, or rejection caused by or attributable to TOOS or to changes in TOOS made by Revenue Jersey.

10. Customer obligations

10.1 The Customer must:

(a) ensure that all data entered into the Software is accurate, complete, and lawfully obtained;

(b) maintain its own systems, networks, devices, and backups to a reasonable professional standard, including suitable anti-malware and access controls;

(c) ensure that each Authorised User complies with these Terms; and

(d) not use the Software in a way that could damage, disable, overburden, or impair the Software or the rights of any third party.

10.2 EC Digital is not responsible for loss or corruption of Customer Data caused by the Customer's failure to maintain its own systems, networks, or backups.

11. Limited warranty

11.1 EC Digital warrants that, for the duration of the Customer's active account, the Software will materially conform to its then-current published documentation when installed and used in accordance with that documentation on a supported operating system.

11.2 If the Software does not so conform, the Customer's sole and exclusive remedy is for EC Digital, at its option, to (a) use reasonable efforts to correct the non-conformity, or (b) terminate the Customer's account and refund any Fees paid for Submission Credits unused as at the date of termination on a pro-rata basis.

12. Disclaimer of implied warranties

12.1 Except as expressly set out in Section 11, the Software is provided "as is" and "as available". To the maximum extent permitted by law, EC Digital disclaims all other warranties, conditions, representations, and terms of any kind, whether express, implied, statutory, or otherwise, including any implied warranties or conditions of satisfactory quality, fitness for a particular purpose, accuracy, non-infringement, and uninterrupted or error-free operation.

12.2 No advice or information, whether oral or written, obtained from EC Digital or through the Software, creates any warranty not expressly stated in these Terms.

13. Limitation of liability

13.1 Nothing in these Terms limits or excludes EC Digital's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be limited or excluded.

13.2 Subject to Section 13.1, EC Digital has no liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, restitution, or otherwise, for any:

(a) loss of profit, revenue, business, contracts, or anticipated savings;

(b) loss of goodwill, reputation, or opportunity;

(c) loss of, or corruption of, data;

(d) loss arising from claims by, or liabilities to, any of the Customer's clients or any other third party;

(e) tax, surcharge, penalty, interest, fine, or other charge assessed or levied by Revenue Jersey or any other authority on the Customer or on any of the Customer's clients (which is allocated to the Customer under Section 8); or

(f) any indirect, special, or consequential loss or damage,

in each case howsoever arising and whether or not foreseeable, and whether or not EC Digital had been advised of the possibility of such loss.

13.3 Subject to Sections 13.1 and 13.2, EC Digital's total aggregate liability to the Customer arising out of or in connection with these Terms or the Software, in any 12-month period, is limited to the total Fees paid by the Customer to EC Digital in the 12 months immediately preceding the event giving rise to the liability (or, if no Fees have yet been paid, £100).

13.4 The Customer acknowledges that the allocation of risk in Sections 8, 12, and 13 is reflected in the Fees and is reasonable in the circumstances.

14. Indemnity

14.1 The Customer must indemnify, defend, and hold harmless EC Digital, its officers, employees, and agents against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

(a) any tax return, Submission, or other filing made using the Customer's account;

(b) any breach by the Customer or any Authorised User of these Terms;

(c) any claim by a client of the Customer or by any other third party relating to services provided by the Customer; or

(d) any infringement by the Customer of a third party's rights, including intellectual property and data protection rights.

15. Intellectual property

15.1 As between the parties, EC Digital owns all right, title, and interest in and to the Software, the Website, and all related intellectual property rights. Nothing in these Terms transfers any such rights to the Customer except for the limited licence in Section 3.

15.2 As between the parties, the Customer owns all right, title, and interest in and to the Customer Data.

15.3 If the Customer provides feedback, suggestions, or ideas to EC Digital about the Software, EC Digital may use that feedback freely and without restriction. The Customer waives any rights it may have in such feedback to the extent necessary to give effect to this Section 15.3.

16. Confidentiality

16.1 Each party may receive non-public information of the other party that is identified as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Each party must:

(a) use the other's Confidential Information only to perform or exercise its rights under these Terms;

(b) protect that Confidential Information using at least the same degree of care it uses for its own confidential information of similar importance, and in any event no less than a reasonable degree of care; and

(c) not disclose it to any third party except to its employees, contractors, and professional advisers who need to know it and are bound by equivalent confidentiality obligations.

16.2 These obligations do not apply to information that is publicly known through no fault of the receiving party, was lawfully known before disclosure, is independently developed without use of the other's Confidential Information, or is required to be disclosed by law (provided, where lawful, the receiving party gives the other reasonable prior notice).

17. Data protection

17.1 EC Digital's collection and use of personal data in connection with the Customer's account is described in EC Digital's Privacy Policy, which forms part of these Terms.

17.2 The Software operates on the Customer's own systems and Customer Data does not pass through EC Digital's systems. EC Digital is not a controller or processor of Customer Data relating to the Customer's clients or their tax affairs. The Customer is the controller of that data and is solely responsible for compliance with the Data Protection (Jersey) Law 2018 and any other applicable data protection law in respect of it.

18. Term, termination, and suspension

18.1 These Terms apply from the date the Customer first registers an account and continue until terminated in accordance with this Section 18.

18.2 Termination by the Customer. The Customer may terminate these Terms at any time by closing its account through the Website or by giving written notice to EC Digital. Termination by the Customer does not entitle the Customer to a refund of any Fees paid or to compensation for unused Submission Credits, except as expressly stated in Sections 11 or 19.

18.3 Termination by EC Digital. EC Digital may terminate these Terms or the Customer's account immediately on written notice if:

(a) the Customer fails to pay any Fee within 30 days of its due date;

(b) the Customer materially breaches these Terms and, where the breach is capable of remedy, fails to remedy it within 14 days of being notified;

(c) the Customer becomes insolvent, enters into administration, has a receiver appointed, or makes any composition with its creditors; or

(d) EC Digital reasonably believes the Customer is using the Software unlawfully or to facilitate fraud or tax evasion.

18.4 Suspension. EC Digital may suspend the Customer's account or its access to EC Digital's online services if any of the events in Section 18.3 has occurred or is reasonably suspected. Suspension does not relieve the Customer of its obligation to pay Fees.

18.5 Effect of termination. On termination of these Terms:

(a) the licence in Section 3 ends and the Customer must stop using the Software;

(b) any unused Submission Credits are forfeited unless EC Digital agrees otherwise in writing;

(c) any Fees due remain payable; and

(d) Sections that by their nature should survive termination (including Sections 4, 8, 12, 13, 14, 15, 16, 17, and 26) survive.

19. Refunds

19.1 All sales of Submission Credits are final. Submission Credits, whether used or unused, are non-refundable.

19.2 EC Digital may, at its sole discretion, grant a refund in exceptional circumstances. Any refund is given as a one-off concession, does not establish a course of dealing, and does not entitle the Customer to a refund in any other case.

20. Changes to the Software and these Terms

20.1 EC Digital may change, add to, remove, or discontinue features of the Software at any time. EC Digital will use reasonable efforts to give the Customer prior notice of any change that materially reduces the functionality of the Software during a period for which Submission Credits have been paid.

20.2 EC Digital may change these Terms by posting an updated version on the Website. Changes take effect 30 days after posting, or earlier where required by law. Continued use of the Software after changes take effect constitutes acceptance of the updated Terms. If the Customer does not accept the updated Terms, the Customer must stop using the Software; in that case, EC Digital will refund Fees paid for any unused Submission Credits affected by the change on a pro-rata basis.

21. Force majeure

21.1 Neither party is liable for any failure or delay in performing its obligations under these Terms (other than an obligation to pay) caused by an event outside its reasonable control, including acts of God, war, civil unrest, industrial action, internet or telecommunications failure, cyber-attack, governmental action, or failure or change of any third-party service (including TOOS).

22. Assignment

22.1 The Customer may not assign, transfer, charge, or otherwise dispose of its rights or obligations under these Terms without EC Digital's prior written consent.

22.2 EC Digital may assign or transfer its rights and obligations under these Terms, in whole or in part, including in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets.

23. Notices

23.1 Notices to EC Digital must be sent to [INSERT: legal notices email] and to the registered office address above.

23.2 Notices to the Customer may be sent to the email address associated with the Customer's account or by notice posted within the Software.

23.3 Notices are deemed received when sent (if by email) or two business days after posting (if by post).

24. Third-party services

24.1 The Software interacts with TOOS. The Customer's use of TOOS is governed by Revenue Jersey's terms and conditions, not by these Terms. EC Digital is not responsible for TOOS or for any act or omission of Revenue Jersey.

24.2 EC Digital uses third-party providers to operate parts of its online services (for example, to handle account registration and billing). EC Digital remains responsible to the Customer for those providers' performance in connection with these Terms, but the Customer has no direct contractual relationship with them under these Terms.

25. General

25.1 Entire agreement. These Terms, together with the Privacy Policy and any document expressly incorporated by reference, constitute the entire agreement between the parties on their subject matter and supersede all prior agreements, representations, and understandings. Each party acknowledges that, in entering into these Terms, it has not relied on any statement, representation, assurance, or warranty that is not set out in these Terms (other than for fraudulent misrepresentation).

25.2 Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions continue in full force and effect, and the parties will negotiate in good faith to replace the invalid provision with a valid one that gives effect to the parties' intentions as closely as possible.

25.3 No waiver. A failure or delay by a party to enforce any right under these Terms is not a waiver of that right.

25.4 No partnership or agency. Nothing in these Terms creates a partnership, joint venture, or agency relationship between the parties. Neither party may bind the other.

25.5 No third-party rights. A person who is not a party to these Terms has no right to enforce any of its provisions.

25.6 Variation. Except as set out in Section 20, no variation of these Terms is effective unless made in writing and signed by both parties.

26. Governing law and jurisdiction

26.1 These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of Jersey.

26.2 The parties submit to the exclusive jurisdiction of the Royal Court of Jersey in respect of any dispute or claim arising out of or in connection with these Terms.

Contact

EC Digital Limited St Helier, Jersey Email: [INSERT: contact email]