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

Interpretation

In the Agreement the following words and expressions have the meanings given to them below:

Myriad Associates, we, us or our – refers to Myriad Developments Limited t/a Myriad Associates;

you, your, company – refers to the party or parties to the Agreement (excluding us);

party means either Myriad Associates or the company and “Parties” shall be construed accordingly;

the agreement – these Terms and Conditions;

services – use of Tax Cloud and Myriad Associates consultants;

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;

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;

a reference to one gender includes a reference to the other gender and the neutral;

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.

What is TaxCloud

Tax Cloud with the support of Myriad Associates consultants will assist you in preparing a R&D tax relief claim report and R&D claim calculation for inclusion in your company Tax Returns. You will be responsible for submitting these documents to HMRC and if you wish to disclose these to any other person you will need to contact Myriad Associates.

Myriad Associates will provide three rounds of reviews, comments and feedback (online, email or by phone) on whether your input and responses are consistent with Business Innovation & Skills (BIS) R&D guidelines and UK tax legislation.

For an additional fee Myriad Associates can prepare your Amended Company Tax Returns (CT600)

Eligibility

To be eligible for Tax Cloud you will need to be a UK registered trading company that is considered as a small company under the European Commission guidelines and has not received a grant or any other form of subsidies in relation to the projects. European Commission definitions of a small company are:

50 or less staff headcount, and;

annual turnover less than €10m and/or annual balance sheet less than €10m

If you are not eligible to use Tax Cloud please contact Myriad Associates who can discuss alternative arrangements.

Our Obligations

We will perform the Services with reasonable skill and care. You confirm that the scope is sufficient for your purpose. The Services are provided solely for you for the purpose set out in this Agreement. Our obligations under this Agreement are concerned with performing the Services as a means to achieve a successful outcome for the R&D Tax Relief Claim, however we do not make no representation about whether or not you will receive any refund. We accept no responsibility or liability if the R&D Tax Relief Claim is not accepted by HMRC for any reason.

Our services under these terms of use do not include assistance with HMRC queries, however should HMRC enquire into your claim, we would be happy to agree a separate fee for assisting with this.

In performing the Services, we will not (i) carry out an audit or other assurance engagement in accordance with applicable professional standards or (ii) carry out an compliance work relating to tax affairs (iii) attempt to detect or accept responsibility for detecting fraud or other wrongdoing.

You may rely only on our final written deliverables and not on oral advice or draft deliverables. If you wish to rely on something we have said to you, please let us know so that we may prepare a written deliverable on which you can rely.

Myriad Associates at its discretion may refuse to process your Tax Cloud claim.

Your responsibilities

You are responsible for the accuracy and completeness of the information that you input in to Tax Cloud, and for deciding which costs to claim. If, during the process of preparing the claim, these documents are not in Myriad Associates view 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. We are not liable for any loss arising from you not fulfilling your obligations. Further, you warrant that you are separately maintaining your own business and taxation records, as required by law and your policies.

By clicking to “Accept” the Terms and Conditions and continuing to use Tax Cloud, you confirm that the User is authorised to act on behalf of the company. You, as the company, must notify us as soon as a user is no longer authorised to act on your behalf and we will cease their account. You will ensure that you/they respond accurately to all questions in Tax Cloud and provide accurate financial information. The accuracy of the R&D tax claim prepared through Tax Cloud will depend on the accuracy and completeness of the responses that you and any Users provide. You are responsible for the completeness and accuracy of information supplied to us, whether through Tax Cloud or otherwise. We may rely on this information to provide services to you and will not verify it in any way;

You will ensure that protect and keep confidential your login credentials and contact Myriad Associates immediately if you believe that those details have been compromised;

You will respond to any queries raised by Myriad Associates team in a timely manner;

You will be responsible for reviewing the R&D tax 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; and

You will not provide Tax Cloud outputs to anyone other than HMRC without our prior written consent.

Both you and any User who uses Tax Cloud on your behalf must not (1) access or use any part of Tax Cloud except for the purpose of Services described above; (ii) modify or create any derivative works; (iii) decompile, disassemble, reverse engineer (except to the extent permitted by law), or otherwise attempt to derive the related source code; (iv) redistribute, encumber, sell, rent, lease, use for service bureau purposes, sublicense or otherwise transfer any related rights; (v) remove or alter any related trademark, logo, copyright or other proprietary notices; (vi) use or misuse Tax Cloud in any way that may impair the functionality of Tax Cloud; or (vii) attempt to undermine the security or integrity of Myriad Associates computing systems or networks, or our hosting provider’s computing systems and networks;

Both you and any User who uses Tax Cloud on your behalf must not store, make available or transmit in or through Tax Cloud any material which: (i) infringes any person's intellectual property rights; (ii) is or is likely to be perceived as defamatory, threatening, misleading, offensive or inappropriate, or materially misrepresents facts; (iii) adversely affects performance or availability of Tax Cloud; (iv) contains any virus, harmful component or corrupted data; (v) contains any advertising, promotion or solicitation; or (vi) violates any applicable law or regulation.

Other Services

If your return is selected for Enquiry, and queries are raised in relation to the R&D claim, we may assist with responding to HMRC in relation to the R&D specific queries if you request our assistance. These will be additional services and will require a separate contract to agree separate services and fees. Any final decisions on amendments to the R&D claims will be made by you.

What is the cost

The fees for using Tax Cloud including the reviews, comments and feedback provided by Myriad Associates is 3.5% (excluding VAT) of the qualifying R&D expenditure. Using an example of £50,000 qualifying expenditure the fee will be £1,750.00 + vat.

Myriad Associates will raise an invoice upon completion of the Tax Cloud R&D claim process. The company will have 30 days from the date of the invoice to pay the invoice.

The fee for preparing Amended ompany Tax Returns will be £250.00 per return.

If you abandon the Tax Cloud process or terminate the Agreement after we have commenced work, we will raise an invoice for work done to date based on a time spent basis at our standard hourly rate.

From time to time, at Myriad Associates discretion, a discount on the fees or an alternate fee structure may be available. 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 tax refund is due this should be received within 28 to 42 days but could be reduced by any outstanding liabilities the company has with HMRC.

You will also pay any taxes, including VAT, that are due in relation to our goods and services. You will pay us the full amount of any invoice, regardless of any deduction that you are required by law to make.

Confidentiality

Confidential Information means any and all Intellectual Property, technical and non-technical information provided by either party to the other, including but not limited to patents and patent applications, trade secrets and copyrighted information, proprietary information and ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the parties, and including, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the disclosing party provides regarding third parties.

Information you provide to us (this information excludes any data inputted by you or on your behalf into Tax Cloud which we refer to in this agreement as “Customer Data”)

We will use any information you to provide us under this agreement (excluding Customer Data), or that we collect under this agreement as described in our Privacy Policy and in particular to:

provide, manage and administer your use of Tax Cloud;

fulfil our contractual obligations under this agreement;

liaise with regulators, banks, law enforcement agencies (including the police);

contact you to see if you would like to take part in our customer research;

contact you about other products and services which we think you will be interested in;

analyse your use of Tax Cloud to deliver targeted advertising, marketing (including in-product messaging) or information to you which may be useful to you, based on your use of Tax Cloud; and

otherwise in accordance with our Privacy Policy

We may disclose information you provide to us (but not Customer Data) to other companies in the Myriad group of companies, our contractors, and other organisations including, without limitation, we may disclose information to:

organisations which we use to help us send communications;

organisations we use to help us provide the software or services (such as hosting providers, where relevant);

law enforcement agencies;

third parties (if any) used by us to perform our obligations to you under this agreement; and

any other person in order to meet any legal obligations on us, including statutory or regulatory reporting.

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. 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 8.3.4 (customer research), clause 8.3.5 (information about other products or services) and/or you do not wish to receive targeted advertising or marketing, please email us at support@taxcloud.co.uk

Intellectual Property

All Intellectual Property including right, title and interest in Tax Cloud or any of the Myriad Associates documentation to be used by either party in the performance of the Services shall be the sole and absolute property of Myriad Associates or its third party licensors. We will own the intellectual property rights in the output or deliverables and any materials created under the Agreement, and you will have a non-exclusive, non-transferable licence to use the output or deliverables for your own internal purposes.

All Intellectual Property including right, title and interest in any of the your documentation to be used by Myriad Associates in the performance of the Services shall be your sole and absolute property or of its third party licensors. You licences Myriad Associates to use the documentation for the purposes of providing the Services.

Data Protection

You agree that we can store any information supplied by you, or anyone else working with or for 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.

You agree that we may process your personal data for the purposes of any of (i) providing the Services, (ii) maintaining our administrative or client relationship management systems, including the use of IT outsource providers, (iii) quality and risk management reviews, and (iv) providing you with information about us and our range of services. We may transfer personal data to other Myriad departments and our subcontractors in relation to any of these purposes.

Where we act as your data processor, we will act only on your lawful instructions and we will comply with obligations equivalent to those imposed on you by the seventh principle of the Data Protection Act 1998 (as may be amended).

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 Myriad Associates or its 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 liability of Myriad Associates (if it were our act or omission) with the data hosting provider.

Liability

Nothing in this Agreement shall limit or exclude Myriad Associates liability for:

death or personal injury caused by its negligence, or the negligence of its 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 11.1:

Myriad Associates shall in no circumstances whatever be liable whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Agreement;

Myriad Associates 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 paid by the Client 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.

You agree that we will not be liable for (i) inability to access Tax Cloud; (ii) loss or corruption of data from Tax Cloud and/or your systems, (iii) loss of profit, goodwill, business opportunity, anticipated savings or benefits or (iv indirect or consequential loss.

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.

Termination & Suspension

Either party may terminate the Agreement with 30 days’ written notice, subject to the payment of all accrued fees (calculated in accordance with Clause 13.2) and disbursements incurred on any Services already begun by Myriad Associates.

Should the you subsequently decide not to proceed with Tax Cloud and where we has provided the services you shall pay for the based on the time spent at our then current hourly rate and for any “out of pocket expenses” which includes office costs, telephone, travel, accommodation and subsistence costs:

Without prejudice to any other remedies or rights available to the Parties whether under this Agreement or otherwise:

Either Party may terminate this Agreement with immediate effect if:

that Party believes that due to circumstances beyond the reasonable control of the Parties the performance of the Agreement has become impossible within a reasonable period and that Party notifies the other Party accordingly;

the other Party commits a material breach of this Agreement, and (if such a breach is remediable), fails to remedy that breach within 14 days of being notified in writing; or

the other Party makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

an encumbrancer takes possession or a receiver is appointed, of any of the property or assets of the other Party; or

the other Party ceases, or threatens to cease, to carry on business; or

that Party reasonably apprehends that any of the events mentioned above is about to occur and notifies the other party accordingly

Myriad Associates reserves the right to, without notice, suspend all access to Tax Cloud to you under this Agreement, destroy any information or data entered by you on the system, and/or block your and your Users access to Tax Cloud in the event Myriad Associates reasonably believes that you or your Users may have violated the provisions of this Agreement, are otherwise in breach of this Agreement or to the extent that Myriad Associates is required by law or order of any court or regulator to do so.

Complaints Procedure and Resolution

Myriad Associates 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 support@taxcloud.co.uk so that we can look into the matter immediately. If the matter is not resolved at this stage, and you have not already issued a complaint in writing, you should do so. 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 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.

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

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with English law. Each party irrevocably submits to the exclusive jurisdiction of the courts of England over any claim or matter arising under or in connection with this Agreement.

This instrument along with the appendices constitute the entire agreement between the parties on the subject matter hereof and it shall not be amended, altered or changed except by a further agreement in writing signed by the parties hereto. Nothing in this clause shall exclude liability for fraud.

User Acceptance

I have read these terms & conditions and accept them on behalf of the company. I acknowledge and agree that the terms & conditions (other than clauses 5, 6, 7 and 8) will not have effect unless and until Myriad Associates confirms the Company’s eligibility to use Tax Cloud