Tax Cloud is an online R&D tax claim service brought to you by Myriad Developments Limited, a company registered in England under number 07517446 whose registered office is at Myriad House, 112-114 St Mary’s Road, Market Harborough, Leicestershire, LE16 7DX (We or us).

We are authorised and regulated by The Chartered Institute of Management Accountants.

This agreement (the “Agreement”) applies to the order by you and the supply of Services by us to you. The terms and conditions in this Agreement apply to the exclusion of any other terms you seek to impose, incorporate, or implied by trade, custom, practice, or course of dealing.

This Agreement is the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty not set out in this Agreement.

1. Interpretation

   In this Agreement, the following definitions and rules of interpretation apply:

   1. You or your means the entity who has placed an order for us to provide the Services for either their benefit or the benefit of a third party.
   2. Party means either you or us and “Parties” shall be construed accordingly.
   3. Services means the use of the R&D Additional Information Form (the AIF) and the Amended Company Tax Returns (the “CT600”);
   4. Project means a project within the Projects Section of Tax Cloud.
   5. HMRC means Her Majesty's Revenue & Customs;
   6. R&D means research and development as defined by the relevant accounting standards and modified by the guidelines published by the Department of Business, Innovation and Skills, as accepted by HMRC;
   7. R&D Tax Relief means the Research and Development Tax relief available for companies as detailed in the Corporation Tax Act 2009.
   8. Corporation Tax Savings means the following types of corporation tax benefit due to the Client from HMRC because of the Advisor’s services:
      1. Payable R&D Tax Credit or Payable Research and Development Expenditure claimed due to tax losses surrendered.
      2. Reduction of the Client’s Corporation Tax Liability.
      3. Additional Corporation Tax losses generated that are subject to group relief;
      4. 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.
      5. Concerning (1.8.3) and (1.8.4) above, the Corporation Tax Savings will be calculated based on the effective corporation tax rate for the accounting period to which the R&D Tax Relief claim relates
   9. Working Day means a day from Monday to Friday other than a statutory or public holiday in England
   10. In this Agreement, except where the context otherwise requires:
       1. References to persons include natural persons, firms, partnerships, companies, corporations, associations, and organisations (in each case, whether or not having separate legal personality).
       2. A reference to a law refers 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.
       3. Words in the singular include the plural, and words in the plural include the singular.
       4. The headings to clauses do not affect the interpretation of this Agreement.
       5. 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
       6. Any reference to ‘writing’ or any cognate expression includes communications by post or e-mail but excludes text messages.
2. Placing an order and its acceptance.
   1. 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.
   2. 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.
   3. 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 your order has yet to be accepted. Our acceptance of your order will take place as described in Clause 2.4.
   4. Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (the “Order Confirmation”), at which point and on which date (the “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.
   5. If we cannot accept your order. If we cannot supply you with the Services for any reason, we will inform you of this by email, and we will not process your order. We will refund you the total amount if you have already paid for the Services.
3. What is Tax Cloud
   1. Tax Cloud an online R&D tax claim service with the support of our consultants, will assist you in preparing an R&D Tax 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.
4. Eligibility
   1. To be eligible to use Tax Cloud, you must be a UK enterprise registered for Corporation Tax.
   2. Tax Cloud is ideal for SMEs and Large enterprises and can handle R&D Tax Relief and Research and Development Expenditure Claims or a combination of both.
5. Our Obligations
   1. 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 submitting an R&D Tax Claim. However, we do not state whether you will receive a full or partial refund. We accept no responsibility or liability if HMRC rejects the R&D Tax Relief claim for any reason.
   2. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation. Still, 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.
   3. 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.
   4. You may rely only on our final written reports, not on any oral advice we provide, or any reports marked as “draft”. If you wish to rely on something we have said to you, please let us know so we may prepare a written final report on which you can rely.
   5. We may, at our discretion, refuse to process your R&D Tax Relief claim and terminate the contract in the following circumstances:
      1. We determine that Tax Cloud is not a suitable service for you or
      2. In our opinion, your project does not qualify for R&D Tax Relief in line with HMRC guidance.
6. Your responsibilities
   1. You are responsible for the accuracy and completeness of the information you input into Tax Cloud or provide us. The accuracy of the R&D Tax Relief claim prepared through Tax Cloud will depend on the accuracy and completeness of your responses. If, during the process of preparing the R&D Tax Relief claim, the information you provide is not, in our opinion, 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.
   2. You agree to cooperate with us in all matters relating to the Services.
   3. Unless agreed otherwise by us in writing, you agree to provide us with information and materials we may reasonably require at least 21 days before the claim deadline as per HMRC’s guidance for R&D tax relief claims to supply the Services.
   4. You agree to obtain and maintain all necessary licences, permissions, and consents that may be required for the Services before the Services start date.
   5. You warrant that you have the full power and authority to enter this Agreement and perform the obligations set out within this Agreement
   6. 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.
   7. By clicking on “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 s behalf, and we will terminate the Services and delete your account.
   8. 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.
   9. You will respond to any queries raised by us in a timely manner.
   10. 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 two years of the accounting year-end.
   11. You will not use Tax Cloud or its outputs for any purpose other than as set out in the Agreement.
   12. You will not provide Tax Cloud outputs to anyone other than HMRC without our written consent.
   13. You agree to appoint us as your HMRC R&D tax agent to allow us to correspond directly with HMRC on your behalf.
   14. Once you have started a claim on Tax Cloud, you are not allowed during the claim period to appoint another independent representative or adviser to assist you in the preparation of the R&D Tax Relief Claim in place of or in addition to using Tax Cloud.
   15. 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(the “Your Default”):
       1. We will be entitled to suspend the 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 the performance of the Services. In certain circumstances, Your Default may entitle us to terminate the contract under Clause 14.
       2. 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
       3. 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.
7. Other Services
   1. Any additional work performed outside of the scope of the Tax Cloud service is to be charged at £275.00 per hour. You will be notified of such service for agreement before such services are performed.
   2. Invoice for Other Services will be issued upon completion of additional work and paid within 30 days of the invoice date.
8. What is the cost
   1. The fee for using Tax Cloud and for us providing the Services is as follows:
      1. 5.00% of the Corporation Tax Savings; or
      2. 2.50% of the Corporation Tax Savings if they are above £200,000.
   2. The fees calculated per Clause 8.1 are subject to a minimum fee of £2,500.00
   3. All fees exclude VAT, which will be charged at the prevailing rate.
   4. Should we decide that there are no qualifying R&D projects or costs, no fee shall be payable.
   5. We will send an invoice once we have approved your R&D tax claim report.
   6. The invoice is due for payment within 45 days from the invoice date.
   7. 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.
   8. If HMRC declines the R&D tax claim, 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, you shall be reimbursed a proportion of the Percentage Fee.
   9. 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.
   10. For 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.
   11. 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, you will have to pay interest on the overdue sum from the due date until payment of the outstanding 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% yearly for any period when that base rate is below 0%.
9. Confidentiality
   1. Confidential Information means all confidential or proprietary information (however recorded or preserved) that you disclose or make to us to undertake the Services
   2. 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 who reasonably require disclosure to comply with the terms of this contract.
   3. The provisions in clause 9.2 shall not prevent us from disclosing information where we are required to do so by any government or other authority or regulatory body or howsoever by law.
10. Intellectual Property
    1. All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials you provide) will be owned by us.
    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 to provide the Services to you.
11. Data Protection
    1. If you provide us with personal data information, you agree and authorise us to process that data to complete the Services.
    2. You agree that we can store any information you supplied in our databases. We recognise that your information is valuable and take all reasonable measures to protect it while it is in our care. We will take appropriate technical and organisational security measures to preserve the confidentiality of this information.
    3. 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 input into Tax Cloud (including any personal information) will, therefore, be transferred to the hosting provider, the “Data Host”). The Data Host is not permitted to share, transmit or transfer any information to any other party without our written consent. The hosting environment has been configured to be in the scope of the EU Data Boundary, and, as a result, information is not hosted outside the European Economic Area (EAA). If we decide to change the Data Host, we will provide reasonable notice to you before making this change.
    4. You agree that our liability 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 shall not exceed the fees paid. Loss of any kind may include the following:
       1. Tax Cloud being subject to scheduled or unscheduled downtime.
       2. The failure (or absence) of measures to secure the information against accidental or unlawful loss, access, or disclosure.
       3. Suspension of access to Tax Cloud by the Data Host or
       4. Erasure or modification of the uploaded information by the Data Host.
    5. 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.
12. Liability
    1. Nothing in this Agreement shall limit or exclude our liability for:
       1. Death or personal injury caused by our negligence or the negligence of our employees, agents, or sub-contractors.
       2. Fraud or fraudulent misrepresentation or
       3. Breach of the terms implied by Section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    2. Subject to Clause 12.1:
       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.
       2. 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 paid by you for the Services.
       3. 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
13. Downtime, Data Loss and Security
    1. You understand and agree that no representation or warranty is made concerning 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.
    2. 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.
14. Termination
    1. 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:
       1. 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 being notified in writing to do so.
       2. We are required to stop providing the Services to you by law or order of any court or regulator
       3. You fail to pay any amount due under this Agreement on the due date for payment.
       4. You take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than with a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business.
       5. You suspend, threaten to suspend, cease, or threaten to cease to carry on all or a substantial part of your business or
       6. Your financial position deteriorates to such an extent that, in our opinion, your capability to fulfil your obligations under this Agreement adequately has been jeopardised.
    2. Upon termination of this Agreement for any reason which for the avoidance of doubt includes Your Default (save for where we terminated the Agreement under clauses 5.5) and where we have approved a Project, you will become immediately liable for any Services carried out by us. We will raise an invoice for the sums owed, which you shall become directly liable to pay. The invoice will be calculated based on the higher of:
       1. If reasonably known to us by data provided by you, our fee is based on the claim value as per clause 8.1.
       2. Our minimum fee is as per clause 8.2.
       3. Time spent at our standard hourly rate, including any “out-of-pocket expenses” incurred by us in providing the Services.
15. Complaints Procedure and Resolution
    1. We are committed to upholding best practices 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.
    2. If you have a complaint or dispute in the first instance, please get in touch with us at support@taxcloud.co.uk so we can investigate the matter. Please include specific details so that the matter can be thoroughly investigated.
    3. 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 dealing with your case will be supplied to you at this point.
    4. Within 14 working days from receipt of your written complaint, you will receive a summary of our understanding of your complaint in writing. You will be asked to provide further evidence or information regarding the complaint and confirm that we understand your concerns.
    5. Following such confirmation, we will investigate the matter and write to you in reply within 14 working days unless it becomes apparent that the investigation may not be completed within this timescale. In these circumstances, you will be sent a written explanation and a progress report. When a substantive reply is sent, a summary of findings will be included along with details of further action to be taken.
    6. If you are not satisfied with 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.
    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 complain to the Professional Conduct department of the Institute.
    8. Further information on ADR or making a complaint about alleged misconduct can be found on the CIMA website at www.cimaglobal.com
16. Third Party Rights.
    1. No one other than a party to this agreement, their successors and permitted assignees shall have any right to enforce any of its terms.
17. Variation
    1. We will give you at least 30 days written notice of any variation of this Agreement.
18. Waiver
    1. 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 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.
19. Severance
    1. Each paragraph of these terms operates separately. If any court or relevant authority decides they are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
20. Governing Law and Jurisdiction
    1. 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.