Terms and conditions
Tax Cloud is a R&D tax claim service brought to you by Myriad Developments Limited t/a Myriad Associates a company registered in England under number 07517446 whose registered office is at Darian House, 15 Roman Way, Market Harborough, LE16 7PQ (We or us).
We are authorised and regulated by The Chartered Institute of Management Accountants.
This agreement (Agreement) applies to the order by you and supply of Services by us to you. The terms and conditions in this Agreement apply to the exclusion of any other terms that you seek to impose, incorporate, or which are implied by trade, custom, practice or course of dealing.
This Agreement is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in this Agreement.
In this Agreement the following definitions and rules of interpretation apply:
- You or your means the entity who has placed an order for us to provide the Services for either their own benefit or the benefit of a third party;
- Party means either us or you and "Parties" shall be construed accordingly;
- Services – use of Tax Cloud and our consultants and the preparation of Amended Company Tax Returns (CT600);
- HMRC means Her Majesty's Revenue & Customs;
- R&D means research and development as defined by the relevant UK accounting standards and modified by the guidelines published by the Department of Business, Innovation and Skills, as accepted by HMRC;
- R&D Tax Relief means the Research and Development Tax relief available for small or medium sized companies as detailed in the Corporation Tax Act 2009.
Corporation Tax Savings means the following types of corporation tax benefit due to the Client from HMRC as a result of the Advisor's services:
- Payable R&D Tax Credit or Payable Research and Development Expenditure claimed as a result of tax losses surrendered;
- Reduction of the Client's Corporation Tax liability;
- Additional Corporation Tax losses generated that are subject to group relief;
- Additional Corporation Tax losses generated that are subject to relief through other means not mentioned above. This includes the carrying forward of corporation tax losses.
- In respect to (iii) and (iv) above the Corporation Tax Savings will be calculated based on the effective corporation tax rate for the accounting period in which the R&D Tax Relief claim relates.
- Working Day means a day from Monday to Friday other than a statutory or public holiday in England
In this Agreement except where the context otherwise requires
- references to persons include natural persons, firms, partnerships, companies, corporations, associations and organisations, (in each case whether or not having separate legal personality);
- a reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation;
- words in the singular include the plural and words in the plural include the singular;
- the headings to clauses do not affect the interpretation of this Agreement;
- where the word 'including' is used in this Agreement, it shall be understood as meaning 'including without limitation' and where the context permits, the words 'other' and 'otherwise' are illustrative and shall not limit the sense of the words preceding them; and
- any reference to 'writing' or any cognate expression includes communications by post, fax and e-mail, but excludes text messages.
Placing an order and its acceptance.
- Placing your order. Please follow the onscreen prompts to place an order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the Services subject to these terms.
- Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
- Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in Clause 2.4
- Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) a contract between you and us will come into existence. The contract will relate only to those Services confirmed in the Order Confirmation.
- If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
What is Tax Cloud
- Tax Cloud with the support of our consultants will assist you in preparing a R&D Tax Relief Claim for inclusion in your company’s tax returns. If you wish to disclose these to any other person you will need to contact us.
To be eligible to use Tax Cloud you will need to be, or you are acting on behalf of, a UK registered trading company that is
- considered a micro, small or medium company (SME) under the European Commission guidelines; and
- you have not received a grant or any other form of subsidy in relation to the project you are seeking to claim R&D Tax Relief for.
The European Commission definition of an SME is:
- 500 or less staff headcount;
- an annual turnover less than €100m; and/or
- an annual balance sheet of less than €86m.
- If you are not eligible to use Tax Cloud please contact us so we can discuss alternative arrangements.
- We will perform the Services with reasonable skill and care. The Services are provided solely for the purpose set out in this Agreement. Our obligations under this Agreement are concerned with performing the Services to achieve a successful outcome in the submission of a R&D Tax Relief claim, however we do not make any representations about whether or not you will receive a full or partial refund. We accept no responsibility or liability if the R&D Tax Relief claim is rejected by HMRC for any reason.
- We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate this Agreement.
- In performing the Services, we will not (i) carry out an audit or other assurance engagement; (ii) carry out any compliance work/assessment relating to your tax affairs; or (iii) attempt to detect or accept responsibility for detecting fraud or other wrongdoing.
- You may rely only on our final written reports and not on any oral advice we provide or any reports which are marked as "draft". If you wish to rely on something we have said to you, please let us know so that we may prepare a written final report on which you can rely.
We may in our discretion refuse to process your R&D Tax Relief claim and terminate the contract in the following circumstances:
- We determine that Tax Cloud is not a suitable service for you; or
- Your project does not in our opinion qualify for R&D Tax Relief in line with HMRC guidance.
- You are responsible for the accuracy and completeness of the information that you provide to us, input in to Tax Cloud and for deciding which costs to claim. The accuracy of the R&D Tax Relief claim prepared through Tax Cloud will depend on the accuracy and completeness of the responses that you provide. If, during the process of preparing the R&D Tax Relief claim, the information you provide are not in our sole discretion prepared consistently with BIS R&D guidelines and HMRC guidance the Tax Cloud application will be discontinued and there will be no charge made for the Services. We will not verify any information given to us relating to the Services.
- You agree to co-operate with us in all matters relating to the Services.
- You agree to provide us with such information and materials we may reasonably require in order to supply the Services.
- You agree to obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.
- You warrant that you have the full power and authority to enter this Agreement and perform the obligations set out within this Agreement.
- You warrant that you or the company you are acting for are separately maintaining your/their own business and taxation records, as required by law and your/their policies.
- By clicking to "Accept" the terms and conditions and continuing to use Tax Cloud, you confirm that you are authorised to act on behalf of the company for whom the Services are being sought. You must notify us as soon as you are no longer authorised to act on the company's behalf and we will terminate the Services and delete your account
- You will ensure that you protect and keep confidential your login credentials and contact us immediately if you believe that those details have been compromised.
- You will respond to any queries raised by us in a timely manner;
- You will be responsible for reviewing the R&D Tax Relief claim report for accuracy and completeness and arrange for the claim to be filed within your tax return within 2 years of the accounting year end;
- You will not use Tax Cloud or its outputs for any purpose other than as set out in the Agreement;
- You will not provide Tax Cloud outputs to anyone other than HMRC without our prior written consent;
- You agree to appoint us as your HMRC R&D tax agent to allow us to correspond directly with HMRC on your behalf. You also authorise us to be your nominee allowing us to enter our client bank account details on the company tax return in order to receive funds from HMRC on your behalf. Any funds received from HMRC from the Services provided will be deposited into Myriad Associates client bank account.
If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in this clause 6 (Your Default):
- we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under Clause 14 (Termination);
- we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
- it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
- Any additional work performed outside of the scope of the Tax Cloud service is to be charged at £250 per hour. Such service will be notified to you for agreement before such services are performed.
What is the cost
The fee for using Tax Cloud and for us providing the Services is as follows:
- 5.00% of the Corporation Tax Savings; or
- 2.50% of the Corporation Tax Savings if they are above £200,000.
- The fees calculated in accordance with Clause 8.1 are subject to a minimum for of £1,000.
- All fees are exclusive of VAT which will be charged at the prevailing rate.
- Should we decide that there is no qualifying R&D projects or costs, there shall be no fee payable.
- We will raise an invoice once you have submitted your Tax Cloud R&D Tax Relief claim and it is approved by us. Payment of our invoice will become due upon confirmation from HMRC that the R&D Tax Relief Claim has been processed.
- Should HMRC raise an enquiry into the R&D Tax Relief Claim post the invoice settlement and before the closure of the statutory enquiry window, we will deal with any enquiries from HMRC on your behalf and advise on appropriate responses to enquiries for which no additional fee will be charged.
- In the unlikely event that the R&D tax claim is declined by HMRC, we will raise a credit note for fees invoiced. If the R&D tax claim is settled for less than the original R&D Tax Relief Claim, a proportion of the Percentage Fee shall be reimbursed back to you.
- We will off-set any amounts received from HMRC which have been deposited in the Myriad associates client bank account in accordance with clause 6.13 against your invoice before paying any surplus to your nominated bank account within 2 working days.
- From time to time, at our discretion, a discount on the fees or an alternate fee structure may be available which will be confirmed in writing if applicable. If you are entitled to the benefit of a discount, or alternate fee structure then the discounted amount, rather than the amount stated above, will be the applicable price.
- For the sake of clarity, the fees will still be payable even if you do not receive a cash refund from HMRC. If a tax refund is due this should be received within 28 to 56 days but could be reduced by any outstanding liabilities you owe HMRC.
- You must pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law If you fail to make a payment under this Agreement by the due date, then, without limiting our remedies under Clause 14 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
- Confidential Information means all confidential or proprietary information (however recorded or preserved) that is disclosed or made by you to us for the purposes of the Services however it shall not include any data inserted by you in your R&D Tax Relief claim which we shall refer to in this Agreement as "Customer Data".
- We agree to keep all confidential Information provided by you confidential and we shall limit disclosure of the same to those of our agents and employees which reasonably require disclosure for the purposes of complying with the terms of this Contract.
- The provisions in clause 9.2 shall not act to prevent us disclosing information where we are required to do so by any government or other authority or regulatory body or howsoever by law.
- All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
- We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the contract to copy the deliverables specified in your order (excluding materials provided by you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this Clause 10.2.
- You agree to grant us or to procure the grant of a fully paid-up, non-exclusive, royaltyfree, non-transferable licence to copy and modify any materials provided by you to us for the term of the contract for the purpose of providing the Services to you.
- If you provide us with information which contains personal data we will process and you agree and authorise us to process that data in accordance with the Data Protection Act 1998 or legislation and/or regulation implementing or made pursuant to it, or which amends, replaces, re-enacts or consolidates any of it (including the General Data Protection Regulation) ("Data Protection Laws"). Where we use the terms "personal data", "data processor” and "data controller” in this agreement we mean as those terms are defined in the Data Protection Laws.
- If at any time you do not want us to use your personal data in the manner described at clause 9.2.4 (customer research), clause 9.2.5 (information about other products or services) and/or you do not wish to receive targeted advertising or marketing, please email us at email@example.com
- You agree that we can store any information supplied by you, in our databases. We will take appropriate technical and organisational security measures to preserve the confidentiality of this information. It may be combined with information of other parties to provide reports and services to other parties, as long as neither you nor anyone else can be identified from those reports and services.
We use a third party provider of cloud-based data hosting, to host Tax Cloud. We will store the information in the cloud environment in an encrypted format. You acknowledge that any information inputted into Tax Cloud (including any personal information) will therefore be transferred to the hosting provider (who may in turn provide the information to other parties) (together, the Data Host). As a result, your personal information may be transferred outside the country where you are located. This includes countries outside the European Economic Area (EEA) and countries that do not have laws that provide specific protection for personal information. You agree that in no event shall we or our beneficiaries be liable for any loss of any kind (including loss of your data) arising from an act or omission (including a negligent or dishonest act or omission) of a Data Host, which may include the following:
- a) Tax Cloud being subject to scheduled or unscheduled downtime;
- b) the failure (or absence) of measures to secure the information against accidental or unlawful loss, access or disclosure;
- c) suspension of access to Tax Cloud by the Data Host; or
- d) erasure or modification of the uploaded information by the Data Host.
- As an "End User” of the Data Host product, you agree not to do anything or omit to do anything that would give rise to our liability (if it were our act or omission) with the data hosting provider.
Nothing in this Agreement shall limit or exclude our liability for:
- death or personal injury caused by our negligence, or the negligence of our employees, agents or sub-contractors;
- fraud or fraudulent misrepresentation; or
- breach of the terms implied by Section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Subject to Clause 12.1:
- Under no circumstances whatsoever will we be liable whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, goodwill, business opportunity, anticipated savings or benefits or any indirect or consequential loss arising under or in connection with this Agreement;
- Our total liability in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, all indemnities under this Agreement or otherwise, shall in no circumstance exceed the total fees payable by you for the Services;
- The terms implied by Section 3 to Section 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement; and
- you agree that we will not be liable for any inability to access Tax Cloud or loss or corruption of data from Tax Cloud and/or your systems.
Downtime, Data Loss and Security
- You understand and agree that no representation or warranty is made with respect to the functionality or availability of Tax Cloud, and that all or any portion(s) of Tax Cloud may for a variety of reasons (including but not limited to scheduled or emergency maintenance, security, upgrades, etc.) be unavailable to you for use either temporarily or permanently without notice.
- You agree and understand that information and data related to or stored within Tax Cloud may be irretrievably lost or destroyed at any time, and it will be your responsibility to make all necessary copies and backups of any appropriate information and data posted to or obtained or available from Tax Cloud.
Without limiting any of our other rights, we may suspend the performance of the Services, or terminate this Agreement with immediate effect by giving written notice to you if:
- you commit a material breach of any term of this Agreement and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
- we are required to stop providing the Services to you by law or order of any court or regulator.
- you fail to pay any amount due under this Agreement on the due date for payment;
- you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
- you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
- your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under this Agreement has been placed in jeopardy.
- Either party may terminate this Agreement upon giving the other party 30 days’ written notice.
- Upon early termination of this Agreement for any reason (save for where we terminated the Agreement under clauses 5.6 or 14.2) you will become immediately liable for any Services carried out by us prior to the termination calculated on the time spent at our then standard hourly rate. You will also become liable for any r any "out of pocket expenses” incurred by us in the provision of the Services which include office costs, telephone, travel, accommodation and subsistence costs. we will raise an invoice for the sums owed which you shall become liable to pay within 30 days of the date of the invoice.
Complaints Procedure and Resolution
- We are committed to upholding best practice through a high quality service to all our clients. We will operate the following procedure in dealing with complaints arising from the provision of Services.
- If you have a complaint or dispute in the first instance please contact us at firstname.lastname@example.org so that we can look into the matter. Please include specific details so that the matter can be thoroughly investigated.
- Upon receipt of your written formal complaint an acknowledgement will be sent to you within 14 working days. The name and contact details of the person who will be dealing with your case will be supplied to you at this point.
- Within 14 working days from receipt of your written complaint you will receive in writing a summary of our understanding of your complaint. You will be asked at this time to provide any further evidence or information regarding the complaint and to confirm that we have understood all your concerns.
- Following such confirmation, we will investigate the matter and write to you in reply within 14 working days unless it becomes apparent to us that the investigation may not be completed within this timescale. In these circumstances, a written explanation will be sent to you including a progress report. When a substantive reply is sent to you, a summary of findings will be included along with details of any further action to be taken.
- If you are not satisfied for service related matters involving a CIMA member in Practice in the UK, you may wish to know that CIMA offers an independent Alternative Dispute Resolution (ADR) facility for members of the public. 15.7 If in the context of your dealings with us or the handling of your complaint, you believe that a member of CIMA has been guilty of misconduct, you may lodge a complaint with the Professional Conduct department of the Institute.
- Further information on ADR or making a complaint about alleged misconduct can be found on the CIMA website at www.cimaglobal.com
Third Party Rights.
- No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
- Any variation of this Agreement only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
- If we do not insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
- Each paragraph of these terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
Governing Law and Jurisdiction
- This Agreement is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.