These Terms and Conditions ("Terms") govern the use of the Submidt filing application provided by Dawn Works Ltd ("we", "us", or "our"). By accessing or using our application, you ("the User", "the Accountant") agree to be bound by these Terms. If you do not agree, you must immediately cease using the platform. All intellectual property rights relating to the Submidt platform, software, branding, and associated materials remain the property of Dawn Works Limited. The platform's current intention is for professional or business use only.

1. Scope of Service

Submidt provides a bridging and filing software interface designed to allow accountants to compile and submit tax information to the UK His Majesty's Revenue and Customs (HMRC) under Making Tax Digital (MTD) rules. Submidt provides software tools to assist with the preparation and submission of tax information. Dawn Works Ltd does not provide accounting, tax, financial, or legal advice. Users remain solely responsible for reviewing all submissions and ensuring compliance with applicable laws, HMRC requirements, and professional obligations.

2. User Accounts and Security

Users must not misuse the platform, attempt unauthorised access, interfere with system integrity, upload malicious content, or use the service for unlawful purposes. You authorise Submidt and Dawn Works Limited to access, retrieve, process, and display HMRC data on behalf of you and your clients, and you confirm that you have obtained all necessary permissions and authorisations to do so.

• As the customer, you are responsible for safeguarding your login credentials and managing authorised users within your Submidt company and ensuring they understand and comply with all terms of this agreement.
• You agree to maintain necessary cookies (specifically the HMRC security-mandated DeviceId) required by our system to validate your device against fraud prevention frameworks. Only authorised employees may access Submidt and you, as the User, are responsible for all actions taken by you and your authorised users.
• User sessions are configured to persist for 4 hours. You are responsible for ensuring your device is secure during active sessions.
• Users have non-exclusive, non-transferable rights to use the services provided by Submidt. Access will be granted within 5 business days from the date of agreement and initial subscription payment. Services may be modified, updated or removed at the supplier's discretion.
• Users warrant they have gained prior and documented consent to access and store data for a client on Submidt. Client data ownership will remain within the Users Submidt company account. We maintain confidentiality of customer data and implement appropriate technical and organisational security measures. Data disclosed only where necessary for delivery of the service.

3. Client Approval and Accountant Liability (Crucial Clause)

The Submidt system requires that client approval be obtained before tax values are transmitted to HMRC.

• The client approval workflow is intended to assist accountants in evidencing client review and authorisation that the values are accurate prior to submission.
• The application provides a function allowing the Accountant to proceed without the built-in digital client approval mechanism if authorisation has been obtained externally from Submidt, a client is deemed un-contactable or client approval is not sought after prior agreement between the client and Accountant has been reached and documented externally from Submidt at the Accountants discretion.
• If you choose to skip client approval, this action is explicitly and permanently recorded within our secure database audit logs.

4. Service Availability and HMRC API Limitations

While we strive to maintain consistent uptime for the Submidt platform, we do not guarantee uninterrupted availability.

Our system relies directly on third-party government infrastructure, specifically the HMRC MTD API suite. Dawn Works Limited cannot be held accountable, legally liable, or financially responsible for missed tax filing deadlines, penalties, financial losses, or system rejections resulting from HMRC API downtime, maintenance windows, degraded response times, or unexpected network failures. Submidt only handles the transmission of values to HMRC, we do not guarantee successful submission or that values will be accepted. Submidt will show the progress of submissions, but we do not monitor filing deadlines on your behalf. It is the sole responsibility of the Accountant to manage filing timelines accordingly.

Dawn Works Limited shall not be liable for delays or failures resulting from events beyond its reasonable control. Users are responsible for maintaining independent backups of records and submissions. Dawn Works Limited does not guarantee against accidental deletion, corruption, or loss of user data.

5. Subscriptions and Payments (Future Provision)

Fees: Submidt may introduce fee-based subscription tiers in the future. Specific pricing structures will be outlined upon implementation.

No Refunds: All payments made to Submidt are final. We do not offer refunds or prorated credits for partial months or unused services.

Late Payments & Deactivation: If a payment is missed or a subscription charge fails, the company and all associated user accounts will be suspended. Access to the filing platform, historical records, and submission tools will be retained but remain suspended until all outstanding payments are settled in full. In the event payments are not made or frequently missed, Dawn Works Limited reserves the right to suspend or terminate accounts subject to applicable legal and regulatory retention obligations.

6. Account Suspension and Termination

Dawn Works Limited reserves the right to suspend, restrict, or terminate access to the Submidt platform at its sole discretion where reasonably necessary, including but not limited to circumstances involving:

• Breach of these Terms,
• Non-payment of applicable subscription fees,
• Suspected fraudulent, unlawful, or unauthorised activity,
• Actions that may compromise the security, integrity, or availability of the platform,
• Misuse of HMRC APIs or fraud prevention mechanisms,
• Conduct that may expose Dawn Works Limited, HMRC, or other users to legal, regulatory, or security risks.

Where reasonably practicable, we will attempt to provide advance notice of suspension or termination. However, immediate suspension may occur where necessary to protect platform security, comply with legal obligations, or prevent ongoing misuse. During any suspension period:

• Access to filing and submission functionality may be disabled,
• Access to historical records may be limited,
• Certain account features may remain inaccessible until outstanding issues are resolved.

Termination or suspension of an account does not relieve the Accountant of any obligations relating to submissions previously made through the platform. Accountants are responsible for retaining copies of records, submissions, and supporting documentation where required under applicable tax laws or professional obligations. Dawn Works Limited reserves the right to retain, archive, or delete account data in accordance with applicable legal, regulatory, and data retention obligations, including obligations arising under UK GDPR and HMRC record-keeping requirements.

7. Limitation of Liability

To the maximum extent permitted by law, Dawn Works Limited shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, goodwill, or penalties imposed on you or your clients by HMRC resulting from the use of our software. The User agrees to indemnify and hold harmless Dawn Works Limited against claims, liabilities, losses, damages, and expenses arising from the User's misuse of the platform, breach of these Terms, or unlawful submissions made through the platform.

8. Governing Law

These Terms are governed by and construed in accordance with the laws of England and Wales. Any disputes arising under these terms shall be subject to the exclusive jurisdiction of the courts of England and Wales. Any notices relating to these Terms must be provided in writing and in the English language.

Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by law, including liability for fraud or fraudulent misrepresentation. The total aggregate liability of Dawn Works Limited arising from use of the platform shall not exceed the amount paid by the User to Dawn Works Limited during the twelve months preceding the claim.

9. Intellectual Property

All intellectual property in the Submidt platform belongs to Dawn Works Limited. Your user and company data remains your property. Your clients' data remains your clients' property. Nothing in these Terms transfers any intellectual property rights between the parties other than the limited rights necessary to use the platform and provide the services. Feedback is welcome and given feedback may be used to improve the services provided.

10. Termination

Either party may terminate with thirty (30) days notice to take effect at the next renewal date. Immediate termination applies for contractual breaches. Where applicable, the breaching party will have twenty (20) business days to remedy a notified breach before termination takes effect. Access to the Submidt platform and associated services will cease on the effective termination date.