Terms of Service

All work is carried out under these terms except where changes are expressly agreed in writing.

The Accountancy Cloud Ltd Terms of Service

Chapter 1 Terms of Service

These terms ("the Terms") govern our agreement with you in relation to all The Accountancy Cloud services that you subscribe to and that we agree to supply to you from time to time ("the Services") subject to any additional terms that may be set out in the service descriptions of any The Accountancy Cloud Packaged Services and Add-Ons (as defined in these Terms) as they apply to you. These Terms may be updated from time to time and any changes will be binding on you. You agree to review these Terms regularly and we are entitled to treat your continued access to or use of the Services as confirmation that you agree to the changes.

1. Introduction

1.1 We are The Accountancy Cloud Ltd ("The Accountancy Cloud", "us", "we" and "our"). The Accountancy Cloud Ltd is a company registered in England and Wales under company number 09139592 and its business and registered address is 1 Fore Street Avenue, London, EC2Y 9DT.

1.2 These Terms of Service ("Terms") apply to you, our client ("Client", "you", "yourself" and "your"), when you use any of the Services (whether on the basis of a trial or by paid monthly, one off or annual subscription) featured on our website www.theaccountancycloud.com or app.theaccountancycloud.com ("the Sites") or and, to the fullest extent applicable, to any services which you are introduced to via the Sites, which are provided by third parties.

1.3 Definitions. In these Terms, the following definitions apply:

• Add-Ons:
  Any and all of the other value, added services (as detailed in the individual Service Descriptions)
• Partners:
  Services offered by third parties, including: banking and insolvency services developed independently by the respective third parties. Such services will be purchased on the basis of separate contracts with the third parties who are introduced by The Accountancy Cloud.
• Business Day:
  A day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
• Charges:
  The charges payable by clients for the supply of the Services and, where applicable, the The Accountancy Cloud Packaged Services and Add-Ons (which are payable in addition) in accordance with clause 7.
• Commencement Date:
  Has the meaning set out in clause 2.2.
• Contract:
  The contract between The Accountancy Cloud and the Client for the supply of the Services in accordance with these Terms.
• The Accountancy Cloud Account:
  Means a current subscription to the Services providing access to the The Accountancy Cloud Software for delivery of the Services and enabling subscription to all Services.
• The Accountancy Cloud Packaged Services:
  The Accountancy Cloud Premium, The Accountancy Cloud Corporate (as summarised in clause 3), other than the The Accountancy Cloud Basic Service accessed via your The Accountancy Cloud Software. Such The Accountancy Cloud Packaged Services and Add-ons may be purchased on the basis of an additional subscription or one off payment governed by these Terms and the Special Terms.
• The Accountancy Cloud Software:
  Means the The Accountancy Cloud proprietary software developed and/or licensed by The Accountancy Cloud to provide the functionality for the Services for Clients with a The Accountancy Cloud Account.
• The Accountancy Cloud Basic Service:
  The basic accountancy service provided by The Accountancy Cloud as more particularly described in clause 3, including access to the The Accountancy Cloud Software, support and general accountancy guidance in relation to the same.
• Group Company:
  Means, in relation to The Accountancy Cloud only, any corporate entity, which is either a parent or subsidiary undertaking as defined in section 1162 of the Companies Act 2006.
• Intellectual Property Rights:
  Patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the World.
• Service Descriptions:
  The individual service descriptions for The Accountancy Cloud Packaged Services and Add-Ons and the Partner Services as featured on the Site or emailed from time to time. Such Service Descriptions may contain additional contractual terms ("Special Terms") to govern use which shall be binding on you.
• Services:
  Any and all of the The Accountancy Cloud Basic Service and The Accountancy Cloud Packaged Services.
• Special Terms:
  Means any specific terms applicable to the The Accountancy Cloud Packaged Services and Add-Ons, or the Partner Services, which are effectively incorporated into the Contract and shall be binding on the Client by express reference in the relevant Service Descriptions. In the event of a conflict between these Special Terms and the Terms, the Terms shall prevail.
• Terms:
  These Terms as amended from time to time.
• Written Notice:
  Shall comprise all written communication between The Accountancy Cloud and its Clients, that is delivered between the parties by (i) personal delivery, (ii) a nationally-recognised, next-day courier service, (iii) first-class registered or recorded mail with postage prepaid, (iv) fax, or (v) electronic mail. The communication will be delivered either to The Accountancy Cloud's registered address or to the Client's address as recorded by The Accountancy Cloud.

2. Formation of Contract

2.1 Your application for a The Accountancy Cloud Account constitutes an offer by you to purchase the Services in accordance with these terms.

2.2 Your application shall only be deemed to be accepted when we issue written acceptance of the application by way of a Welcome email containing login details, at which point and on which date the Contract shall come into existence (Commencement Date). By applying for a The Accountancy Cloud Account to be created, you warrant that you are authorised to enter into this contract.

2.3 We reserve the right, at our discretion, not to accept an application for a The Accountancy Cloud Account. The reasons may include but not be limited to: technical constraints; you or your business having been banned by us from using the Services; or our inability to confirm adequately your identity; or for any other reason. No charge will be made for declined applications.

2.4 The acceptance of your application is based on the trading activity and organisational structure described by you when first signing up to the Services. If your trading activities or organisational structure change, the Services may not be right for you and we may not be able to continue to provide the Services to your business. In this instance we would reserve the right to issue a disengagement letter and cease to act for you.

2.5 The Private Limited Company Services cater for companies with up to a maximum of:

• Twenty (20) Directors;
• Two Hundred and Fifty (250) employees (inclusive of Directors).

Private limited companies with Directors and/or Shareholders who live outside of the UK must satisfy particular requirements as a condition of being accepted as clients.

2.6 If you have already been trading as a private limited company and previously used an agent to look after your company’s accounting activities, we will contact that agent to obtain professional clearance and your historical data, which we are required to do immediately upon you entering into the Contract with The Accountancy Cloud.

2.7 These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. The Services

The Accountancy Cloud shall supply the Services to you in accordance with these Terms in all material respects.

3.1 The Accountancy Cloud shall have the right to make any changes to the Services which are necessary to comply with any applicable law, or which do not materially affect the nature or quality for the Services, and we shall notify you in any such event.

3.2 The Accountancy Cloud warrants to you that the Services will be provided using reasonable care and skill.

3.3 In providing general accountancy services, as part of the Services, we delegate certain tasks or subcontract part or all of the contractual performance to: The Accountancy Cloud Ltd; or, at our sole discretion, another Group Company; or to suitably qualified third parties. In all cases and at all times, The Accountancy Cloud shall retain responsibility to you for the performance of the Services.

3.4 Accountancy for Limited Companies The Accountancy Cloud provides three packaged services: Basic, Plus and Premium for the accounting years in which you are subscribed to the services.

• 3.4.1 Add on Services
  Add on Services supplied by The Accountancy Cloud are listed below. Where payment is required these Services are paid for separately, if not included within package subscription.

Joining The Accountancy Cloud

During subscription

• Price Plans - We understand the importance of predictability and transparency. Every month, we’ll average your prior 3 months of books to understand your current expenses, as well as how your financial institution connections, special transactions, and hours of support have changed. To determine the best Accountancy Cloud plan for your business’ needs, we also factor in the number of financial institutions, transactions, and hours of support.
• Accounting & Tax Health-check
  Appraisal of a company's accounts and tax status at £500 plus VAT.
• Payroll
  Provision of payroll services to companies invoiced on a per user basis at £10 p/m plus VAT
• Personal Tax Returns
• Provision of personal tax returns from £400 plus VAT.
• R&D Service
  Comprehensive technical report and calculations to reclaim R&D tax credits submitted to HMRC. Fee from 10% of the successful rebate. Minimum fee is £3,000 plus VAT. Claim Notification forms and Enquiry Support is chargeable. No refunds arepermitted.
• Clean Up/Back Tax
  
• Any retrospective clean-up of books will be priced on a pro-rata basis from £1,200 (basic) plus VAT per year, and £2,000 plus VAT (pro/enterprise) for a set number of hours work.
• Ad-hoc Tax or Financial Consulting
• Any ad-hoc consulting will be covered by the terms in an engagement letter and our terms of service, our standard rates and payment terms may vary. Please contact us for our standard hourly rates.
• Auto Enrolment
• Set up fee for NEST from £300 plus VAT
• Set up fee for Peoples Pension - £600 plus VAT

We work with

1. Xero
   Processing of transactions into/from your The Accountancy Cloud Software.
2. Quickbooks
   Processing of transactions into/from your The Accountancy Cloud Software.

Bank Feeds

1. Via Xero / Quickbooks
   An automated feed of transactions from your chosen bank(s) and/or credit card(s) is provided by these tools.

Non trading

1. Dormancy Service
   Preparation of financial statements for a company during a period of dormancy/non-trading from £600 plus VAT one-off.
2. Closing Service
   Closing of schemes and references with HMRC such as PAYE and VAT, preparing final closing company accounts and dissolution with Companies House from £750 plus VAT one-off.

4. Accountancy Advice

4.1 Your The Accountancy Cloud Account allows for the provision of general accountancy advice only and this is restricted to the private limited company which subscribes to The Accountancy Cloud. For specific matters relating to issues, such as VAT compliance, broad advice will be offered and additional services recommended. The Accountancy Cloud recommends that you seek specialised advice on specific matters either by expanding your The Accountancy Cloud Account to include additional services or by seeking advice from an alternative source.

4.2 The Accountancy Cloud Ltd is a regulated firm of Chartered Certified Accountants and, in providing advice, observes the bye-laws, regulations and ethical guidelines of the Association of Chartered Certified Accountants (ACCA). We are not authorised by the Financial Conduct Authority (FCA) to provide advice on investments. If you require investment advice, we will refer you to a firm authorised by the FCA. The Accountancy Cloud Ltd is a registered Registered Account Information Service Provider (AISP) and the FCA AISP Reference number is: 911760.

4.3 For the avoidance of doubt, it is our policy to confirm, in writing, advice upon which you may wish to rely. This means that if you wish to rely upon advice which may, initially, be given to you verbally no decision should be taken on the matter until you have requested, received and considered specific advice from us in writing.

5. Client's Obligations

5.1 You shall:

• 5.1.1 Co-operate with The Accountancy Cloud in all matters relating to the Services including complying with any and all reasonable instructions provided by The Accountancy Cloud in relation to the same;
• 5.1.2 Provide The Accountancy Cloud with such information and documentation as The Accountancy Cloud may reasonably require in order to supply the Services, and ensuring that this is accurate in all material respects;
• 5.1.3 Ensure that The Accountancy Cloud has complete and accurate information and keep your The Accountancy Cloud Software up to date at all times throughout the subscription period, including any changes to the company structure, trading activity, business address and personal contact details;
• 5.1.4 Keep your The Accountancy Cloud Software updated with all trading transactions, including, but not limited to: entering all invoices and expenses; recording all withdrawals and payments; reconciling your The Accountancy Cloud Software to your relevant bank and credit card statements on a regular basis; filing your VAT returns (if you are registered); and filing RTI submissions through your The Accountancy Cloud Software, when required;
• 5.1.5 Advise us accordingly, if it is confirmed that your business activities are within the scope of IR35. If this is the case, you will then be required to take up the paid for The Accountancy Cloud Payroll service so that we can prepare the appropriate "deemed payment" calculations. It is your responsibility to request an IR35 Review, if you consider these to be required and, dependent on the level of service you selected, additional charges may apply. Unless we receive instructions from you to the contrary, or you request a review, we will always treat you as outside IR35 and your The Accountancy Cloud Software will reflect this status;
• 5.1.6 Ensure that the Services are not abused or used for any immoral or illegal purpose or in any way that would bring The Accountancy Cloud into disrepute;
• 5.1.7 Open at least one pound sterling business account, with a UK-based bank, through which your company can process business transactions;
• 5.1.8 Ensure that your The Accountancy Cloud Software is fully updated and reconciled at least 16 weeks before the financial accounts filing deadline, which is the end of the sixth month after the relevant year end;
• 5.1.9 Ensure that the data in your RTI payroll submissions are correct and that the submissions are made on time. Failure to do this may lead to automatic penalties, surcharges and/or interest charged by HMRC. Employers cannot delegate this legal responsibility to others;
• 5.1.10 Ensure that you meet filing deadlines for your Annual Confirmation Statement (including your Persons with Significant Control Register). You will be notified of these filing deadlines in advance by email, or via messages in your The Accountancy Cloud Software. We cannot be held responsible for any late filing fees or penalties caused once notification has been sent;
• 5.1.11 Ensure that you have a currently active The Accountancy Cloud Account in order to file any company returns, this includes PAYE Full Payment Submission ("FPS"), which requires filing at specific times in the calendar year. If you choose to leave the Service before these filings are due, and have not made specific arrangements with The Accountancy Cloud, you will need to make your own filings;
• 5.1.12 Remain solely and fully responsible for any breach of your obligations under these Terms and the consequences of any such breach, expressly acknowledging that The Accountancy Cloud has no responsibility to you or to any third party for such breaches or the consequences of such breaches and that you shall indemnify The Accountancy Cloud in relation to the same in accordance with clause 14.8; and
• 5.1.13 Notify The Accountancy Cloud of an intention to cancel your The Accountancy Cloud Account at least 90 days before the next related direct debit payment is due to be processed.

5.2 You shall not:

• 5.2.1 Give any illegal or improper bribe, kickback, payment, gift, or thing of value to any The Accountancy Cloud employees or agents in connection with the Services;
• 5.2.2 Use any feature of the Services in any way that might infringe the rights or privacy of other users of the Services (either by hacking or other malicious means or otherwise);
• 5.2.3 Impersonate any person or entity, or falsely state or otherwise make available content that contains software viruses or any other computer code, files or programmes that could interrupt, destroy or limit the functionality of the The Accountancy Cloud Software, hardware or telecommunications equipment of The Accountancy Cloud, its users or Partners; or
• 5.2.4 Reproduce, copy, sell, trade or resell all or any part of the Services for any purpose.

5.3 If The Accountancy Cloud's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation ("Client Default"):

• 5.3.1 The Accountancy Cloud shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays The Accountancy Cloud’s performance of any of its obligations;
• 5.3.2 The Accountancy Cloud shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from The Accountancy Cloud’s failure or delay to perform any of its obligations as set out in this clause 5.3; and
• 5.3.3 The client shall reimburse The Accountancy Cloud on written demand for any costs or losses sustained or incurred by The Accountancy Cloud arising directly or indirectly from the Client Default.

5.4 The accuracy and completeness of the data entered into the The Accountancy Cloud Software, is wholly your responsibility and we are wholly dependent upon your entering this in a timely way, and upon any information or explanations we receive from you. We are under no obligation to identify, specifically, missing or incomplete information.

5.5 If you have accounts from previous years that have not yet been finalised, we will not have opening balances from these periods. Consequently, your The Accountancy Cloud Software will not truly and accurately reflect your current financial status until we have this information.

5.6 If you start to use the Services midway through your current trading period you will be required to enter any trading activities already undertaken into your The Accountancy Cloud Software.

5.7 The Accountancy Cloud will start providing its services for the financial year in which the Commencement Date falls. Any previous year's accounts must be completed and filed by your previous agent, if you have one, or arrangements can be made separately to perform these activities with The Accountancy Cloud.

5.8 If your previous year's accounts have not been filed, and opening balances are not entered into the The Accountancy Cloud Software by the time your first year end Accounts are due to be filed by The Accountancy Cloud, they will not be able to be filed. Any fines or penalties resulting from this will not be the responsibility of The Accountancy Cloud.

5.9 Company directors are wholly responsible for the registration, completion and filing of their own annual Self-Assessment Tax returns. The Accountancy Cloud can assist with this and offers a separate, paid for Personal Tax service for tax registration and for the completion and filing of returns – see clause 3.4.2.

5.10 You have a legal responsibility to retain documents and records relevant to your tax affairs. During the course of our work, we may collect information from you and others relevant to your tax affairs. We will return any original documents to you, if requested. Documents and records relevant to your tax affairs are required by law to be retained by individuals and companies. Individuals who are self-employed must retain their tax records for at least 5 years after the 31 January submission deadline of the relevant tax year. Private Limited Companies must keep records for at least 6 years from the end of the last company financial year to which they relate. Whilst certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than 7 years old. You must inform us if you require the return or retention of any specific documents for a longer period.

5.11 For the avoidance of doubt you are solely responsible for all tax liabilities, interest, penalties and the costs of defending your status regardless of the outcome of an IR35 Review and/or the subsequent status determined by a tribunal or other hearing.

6. Access, Security and Data Protection

6.1 You will not be able to use the The Accountancy Cloud Software and use the Services without a username, password and memorable word.

6.2 You are ultimately responsible for administering and safeguarding any passwords and memorable words created to control access to and your use of your The Accountancy Cloud Software. Please keep any password issued to you secure. If you choose to give another party access to your The Accountancy Cloud Software, you do so at your own risk and you shall remain liable to The Accountancy Cloud for complying with these Terms for the use of the The Accountancy Cloud Software and the Services and you shall indemnify The Accountancy Cloud in relation to any loss, damage or claim that may be suffered, incurred or brought as a result.

6.3 The Accountancy Cloud staff do not have access to any Client passwords or memorable words. Read only access to your The Accountancy Cloud Software is available to specific staff members but is strictly controlled by passwords and IP address restrictions. The use of this access is for assisting you with your The Accountancy Cloud Software and for offering other support, as necessary.

6.4 The Accountancy Cloud do not have editing access to your The Accountancy Cloud accounting records without your authentication and permission, save that accountants will access your The Accountancy Cloud accounting records to make necessary adjustments. Additionally, The Accountancy Cloud staff will have full access to your The Accountancy Cloud accounting records, with your authority, to undertake the Bookkeeping Service. This access would be sought in exceptional circumstances and would not involve you having to reveal any of your login details.

6.5 Each party acts as a Controller for the purposes of the General Data Protection Regulation (Regulation (EU) 2016/679)) and shall comply with all data protection legislation applicable to it ("Data Protection Law") when processing personal data in connection with the Services. Each party undertakes not to knowingly cause the other to breach Data Protection Law. In particular, you shall ensure that any disclosure of Personal Data to us complies with Data Protection Law.

6.6 Our Privacy Policy explains how we process personal information received by us about you (if you are an individual) or your employees (if you are a company) in order to provide the Services and meet our own legal and regulatory obligations. In agreeing to these Terms, you acknowledge that you have read our Privacy Policy, as may be updated from time to time. You can always find the most up to date version of our Privacy Policy on our website.

7. Charges and Payment

7.1 Your subscription – Charges and Payment Terms: Subscription Charges for use of the Services are payable monthly, or annually in advance. The subscription rates are available on request and we may vary these from time to time. Prices are quoted in UK £ and exclude VAT, which is also payable. You will be notified of any changes to our current price plan. It is a requirement that all Clients agree to set up a direct debit in favour of The Accountancy Cloud for payment of monthly subscription fees. 10% saving on annual payments.

7.2 Additional Charges are payable and Add-Ons which fall outside of the scope of the Services and the amounts payable shall be posted on our website from time to time. The current rate shall be notified to the Client in advance of subscribing to the Add-Ons. If you require a specific additional service, please ask your Client Manager for details.

7.3 The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Accountancy Cloud may at any time, without limiting its other rights or remedies, set-off any amount owing to it by the Client against any amount payable by The Accountancy Cloud to the Client.

7.4 All amounts payable by the Client under the Contract are exclusive of amounts in respect of VAT chargeable for the time being. Where any taxable supply for VAT purposes is made under the Contract by The Accountancy Cloud to the Client, the Client shall, on receipt of a valid VAT invoice from The Accountancy Cloud, pay to The Accountancy Cloud such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

7.5 A set-up fee will be charged when signing up for the Services. This fee will be dependent on whether you require us to form a limited company or you already have a limited company. The proximity of the sign-up to an existing company’s year-end will be another dependency.

7.6 The Services rely upon the continuous payment of monthly subscriptions. We are unable to provide breaks in subscription fees due to: non-trading; you taking up permanent employment; or other disruptions to your business.

7.7 If an annual payment is made for the Services please note that we cannot offer a pro-rated refund if you choose to cancel your The Accountancy Cloud Account before the end of the year for which you have paid.

7.8 Once any company return has been filed, The Accountancy Cloud cannot be held responsible or accountable for any omissions in your accounts. Any changes required after submissions do not fall within the The Accountancy Cloud subscription fee and will be charged separately.

7.9 We shall be under no obligation to provide the Services if any subscription fee is not paid to us on time. If subscription fees become overdue we reserve the right to suspend your access to the Services until the balance is paid and we may close your The Accountancy Cloud Account permanently.

7.10 The Client must ensure that we have complete and accurate billing and contact information throughout the subscription period, including the full name of the Client, its business address and a billing contact email address.

7.11 If the Client fails to make any payment due to The Accountancy Cloud under the Contract by the due date for payment, then the Client shall pay interest on the overdue amount at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 and subsequent amendments. Currently, this is a rate of 8 per cent per annum above the Bank of England's base rate from time-to-time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.

7.12 Insofar as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees are paid in full.

7.13 We reserve the right to increase our Charges on an annual basis in April each year in line with the percentage in the Retail Price Index (RPI) in the preceding 12 months.

8. Returning Clients

8.1 If you are re-engaging The Accountancy Cloud in the same accounting year in which you left the Service, we would normally re-enable your previous The Accountancy Cloud account and software and you would need to enter any missing data. If you do not wish this to happen you should contact us and request a new version of the The Accountancy Cloud Software. This new version of the The Accountancy Cloud Software would hold no historical data and you would be required to enter any previous trading activities back to the start of the accounting year in which you re-engaged The Accountancy Cloud.

8.2 If you had been through an accounting year-end since leaving The Accountancy Cloud we must create a new version of the The Accountancy Cloud Software for you.

8.3 A new set up fee will be charged when returning to the Services. This fee will be calculated by reference to your business’s year-end and whether we are enabling the same The Accountancy Cloud Software.

8.4 If we are enabling the same The Accountancy Cloud Software, we will ask you to make up any missing monthly subscription fees for the period you have not used the The Accountancy Cloud Software. 8.5 In order for us to comply with the Money Laundering Regulations 2007, the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Criminal Finances Act 2017 we are required to carry out another identity verification check before allowing you use of the Services again.

9. Client Referral Scheme

9.1 In order to participate in the The Accountancy Cloud Refer a Friend Scheme, any eligible referee must make the identity of their referrer known during the sign-up process (either through automated tracking on our website, manually entering the Client Referral Code during registration, or by notifying an Adviser during sign-up). Once sign-up is complete and a Client's account is active, the referral code cannot be attributed to them, so a referral pay-out will not be possible. Otherwise, referral pay-outs will commence after the referee's The Accountancy Cloud Account has been enabled for a period of, at least, one month. The refer receives a £175 in the form of cash or a credit against their account on any services.

10. Partner Services

10.1 The Accountancy Cloud has a range of partners that can provide services to you.

10.2 Banks

• 10.2.1 Starling Bank & Tide offer Clients a number of business bank accounts and, whilst we can provide some assistance with understanding the different type of certain accounts, the decision of which accounts are suitable for your purposes remains solely with you. We do not provide advice in connection with the selection of these banks compared with other banks and make no warranties concerning the service that is ultimately provided by them.
• 10.2.2 These business bank accounts can be set up directly with the banks or via approved introducers appointed to them. Where requested by you we will act as such an introducer.
• 10.2.3 You acknowledge that we may receive commissions from the banks where we are appointed as an introducer. Current rates are as follows:
  1. Starling Bank – No commission is received.
  2. Tide – No commission is received.
• 10.2.4 We specifically disclaim any responsibility or liability relating to: your use of the suggested bank products; and your acceptance of any recommendations from these banks and shall under no circumstances whatsoever be liable for any special, incidental or consequential damages, which may arise from such use.
• 10.2.5 These banks facilitate connections which provide a secure way of transferring your statement entries directly from the bank to your The Accountancy Cloud Software ready for reconciliation.
• 10.2.6 Please note that linking your The Accountancy Cloud Software to your accounts with these banks will never give us or any third party the ability to transact on that bank account. It will only enable access to transactional data/information, which is required in order to upload your bank statements.

10.2 Members Voluntary Liquidation (MVL)

• 10.2.1 The MVL service is provided by Opus LLP, a specialist firm of Insolvency Practitioners.
• 10.2.2 MVL cases referred by The Accountancy Cloud to Opus LLP are processed in accordance with the requirements of all applicable legislative, regulatory and professional practice provisions. Opus LLP appoints fully qualified and regulated Insolvency Practitioners to process these MVL cases.
• 10.2.3 There is no commission received by The Accountancy Cloud Ltd.

11. Intellectual Property Rights and The Accountancy Cloud Software Licence

11.1 The Client acknowledges and agrees that all Intellectual Property Rights existing or arising in any materials, know-how, specifications, inventions, processes, software, applications, data or information supplied by The Accountancy Cloud under or in connection with the Services shall at all times belong to and remain vested in The Accountancy Cloud or its licensors and, save as expressly provided hereunder, no proprietary rights or any other rights whatsoever are assigned, granted or shall otherwise pass to the Client. For the avoidance of doubt, The Accountancy Cloud boxed graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of The Accountancy Cloud in the UK and/or other countries. They may not be used in connection with any other product or service that is likely to cause confusion.

11.2 In accessing your The Accountancy Cloud Software and the Services, you are entitled to use the The Accountancy Cloud Software for as long as you are subscribed to the Services. You recognise and agree that your right to access the Services is strictly on the basis of a restricted, non-exclusive, personal, non-transferable, revocable licence for the duration of your paid up subscription only.

11.3 The Client acknowledges that, in respect of any third party Intellectual Property Rights (which may be a feature of any The Accountancy Cloud Package Services and Add-Ons or otherwise), the Client's use of any such Intellectual Property Rights is conditional on The Accountancy Cloud obtaining a written licence from the relevant licensor on such terms as will entitle The Accountancy Cloud to license such rights to the Client. Further, you acknowledge and understand that all information (including data files, emails, computer software, advertisements, sponsored content and others), which you may have access to when using third party services, are the sole responsibility of the entity from which such content originated.

11.4 You shall not:

• 11.4.1 Remove or alter the conditions of use, any copyright notices and other identification disclaimers as they may appear on the website, or in any print format; or
• 11.4.2 Provide any content by electronic means to any person other than an authorised user ; or
• 11.4.3 Alter or change any part of the content.

12. Confidentiality

12.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, investigations, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to the disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 12 shall survive termination of the Contract.

13. Anti-Money Laundering and Other Regulations

13.1 The Accountancy Cloud is obliged to comply with the Money Laundering Regulations 2007, the Proceeds of Crime Act 2002 and the Terrorism Act 2000. The Accountancy Cloud Ltd also observes the bye-laws, regulations and ethical guidelines of the ACCA with respect to anti-money laundering regulations. This compliance requires us to carry out identity verification checks before allowing use of the Services. We may request and retain from you such information and documentation as we require for these purposes and/or make searches of appropriate databases and to report, in accordance with the relevant legislation and regulations. Carrying out an identity verification check will place a soft footprint on your credit file. However it will not affect your credit rating in any way.

13.2 If we cannot adequately confirm your identity in accordance with the Regulations described in 13.1, we reserve the right to refuse your use of the Services.

13.3 We have a duty under Section 330 of the Proceeds of Crime Act 2002 to report to the Serious Organised Crime Agency (SOCA) if we know, or have reasonable cause to suspect, that you or anyone connected with your business are or have been involved in money laundering. Failure on our part to make a report where we have knowledge, or reasonable grounds for suspicion, would constitute a criminal offence. We are obliged by law to undertake this reporting to SOCA, but are under no obligation to make you aware of this reporting. In fact, we may commit the criminal offence of "tipping off" under Section 333 of the Proceeds of Crime Act 2002 if we were to inform you that a report had been made. In consequence, neither The Accountancy Cloud's principals nor staff may enter into any correspondence or discussions with you regarding such matters.

13.4 The act of money laundering is defined in Sections 327, 328, 329 and 340(11) of the Proceeds of Crime Act 2002 and includes:

• 13.4.1 Concealing, disguising, converting, transferring or removing criminal property;
• 13.4.2 Arranging the acquisition, retention, use or control of criminal property by or on behalf of another person; and
• 13.4.3 Acquiring, using and possessing criminal property.

13.5 We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 by complying with the bye-laws, regulations and ethical guidelines of the ACCA in this respect.

13.6 The Accountancy Cloud complies with the Criminal Finances Act 2017 and operates adequate procedures and controls aimed at preventing its staff, clients and other Partners from facilitating tax evasion.

13.7 The Accountancy Cloud complies with the Bribery Act 2010 and operates adequate procedures and controls aimed at preventing bribery in its business dealings.

YOUR ATTENTION IS PARTICULARLY DRAWN TO CLAUSE 14

14. Warranties and Limitation of Liability and Indemnity:

14.1 The Client warrants that it has all requisite power and authority to execute, deliver and perform its obligations in accordance with these Terms and that it shall comply with all applicable laws and regulations of any competent authority as they apply to the Services.

14.2 We will use reasonable endeavours to ensure that the Services are suitable for your intended use but we do not warrant that the Services will meet your requirements or that they will be error-free, timely, reliable, entirely secure, virus-free or available at all times since we are dependent on the reliability of the internet and your use of your own computer to access the Services. We will try to keep any disruptions to a minimum but it may be necessary to suspend the Services from time to time to carry out maintenance and support work.

14.3 The Services are provided on an "as is" basis. Save as expressly set out in these Terms, all warranties, representations, undertakings or terms whether express or implied, statutory or otherwise, including in particular any implied warranty of satisfactory quality or fitness for any particular purpose or use are excluded to the fullest extent permitted by law.

14.4 Nothing in these Terms shall limit or exclude The Accountancy Cloud's liability for:

• 14.4.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
• 14.4.2 Fraud or fraudulent misrepresentation.

14.5 Subject to clause 14.4, The Accountancy Cloud shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or correction of software, data or information, loss of goodwill, any regulatory fines (total or incremental) arising from circumstances occurring prior to appointment, or any indirect or consequential loss arising under or in connection with the Contract.

14.6 Subject to clause 14.4, The Accountancy Cloud's total aggregate liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total sum of the Charges paid by the Client for the Services in the 12 month period preceding the date when the claim or claims arose.

14.7 The Client agrees that all the limitations and exclusions of liability in favour of The Accountancy Cloud have been drawn to its attention and are reasonable in the circumstances under which the Services are to be performed. In the event that a court of competent authority does not agree that the provisions of clause 17.4 shall apply and in any event, subject to clauses 14.5 and 14.6 and this clause, The Accountancy Cloud's total liability shall not exceed the limits of the professional indemnity insurance that it maintains from time to time.

14.8 INDEMNITY: The Client hereby undertakes and agrees to indemnify The Accountancy Cloud and keep it fully indemnified for and against any and all costs, losses, damages, expense and/or liabilities (including, without limitation, any legal fees and expenses) which may be suffered or incurred by The Accountancy Cloud arising out of or in connection with (i) any breach of the Client's undertakings or obligations set out in these Terms, and/or (ii) the Client's negligence, fraud or misconduct.

14.9 This clause 14 shall survive termination of the Contract.

15. Termination

15.1 The Client shall be deemed to have terminated the Contract if:

• 15.1.1 The Client does not elect to subscribe to the Services at the end of any trial period: and/or
• 15.1.2 The Client cancels their subscription to the Services or fails to pay The Accountancy Cloud for a subsequent renewal when due.

15.2 The Accountancy Cloud may terminate the Contract at any time by giving the Client not less than one (1) month Written Notice or with immediate effect, at The Accountancy Cloud's sole discretion, should any of the events described in clause 15.6 occur. The Client may terminate the Contract at any time by giving The Accountancy Cloud not less than three (3) month's prior Written Notice.

15.3 Without prejudice to its other rights and remedies, either party may, by Written Notice to the other, terminate the Contract with immediate effect if the other party:

• 15.3.1 Subject to clause 15.4, commits a material breach of the Contract and shall, in the case of any remediable breach, fail to remedy the same within 14 business days of receipt of a written notice from the non-breaching party requiring such remedy; and/or
• 15.3.2 Is unable to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986) or otherwise becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other party (other than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the other party's assets or the other party enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction or if it ceases to trade or threatens to cease trade.

15.4 For the avoidance of doubt, failure by the Client to pay any Charges due to The Accountancy Cloud in full in cleared funds by the due date shall constitute a material breach of the Contract (see clause 15.6). Failure by the Client to pay the Charges to The Accountancy Cloud in cleared funds by the due date on more than two occasions shall entitle The Accountancy Cloud to terminate the Contract immediately on giving Written Notice to the Client. 15.5 Without limiting its other rights or remedies, The Accountancy Cloud may suspend provision of the Services under the Contract or any other contract between the Client and The Accountancy Cloud if the Client becomes subject to any of the events listed in clause 15.3.2 or The Accountancy Cloud reasonably believes that the Client is about to become subject to any of them.

15.6 The events referred to in clause 15.2 above, which shall entitle The Accountancy Cloud to terminate the Contract with immediate effect by written notice (which may be given by email) include, without limitation:

• 15.6.1 Non-Payment – where your The Accountancy Cloud Account has been suspended and you have not paid us within one month or where your direct debit has failed more than once in a financial year;
• 15.6.2 Abusive Behaviour and discrimination – use of racist, abusive, homophobic or sexist language or any other threatening or inappropriate conduct directed at our staff or third parties;
• 15.6.3 Incompatibility – where it becomes apparent that the Client's business is incompatible with the The Accountancy Cloud Basic Service due to, by way of non-exhaustive examples, the: i. abnormal size of the company.
• 15.6.4 Excessive Use – where, in The Accountancy Cloud's opinion only; the level of support required to maintain you is excessive by any objective measure of comparison with other users whether by reason of the volume of transactions or the number of service support requests; or where you are unwilling or unable, despite previous training and support, to use the The Accountancy Cloud Software and the Services properly or efficiently;
• 15.6.5 Insufficient Use – where, in The Accountancy Cloud's opinion only; you fail to update your The Accountancy Cloud Software on a sufficiently frequent basis;
• 15.6.6 Non-Communication – where there has been no answer by you to phone calls or other communications for an extended period of time and no instructions have been given in relation to dormancy or closure;
• 15.6.7 Late-filing – where you consistently fail to file your accounts on time and/or fail to cooperate with us in our attempts to assist you to do so; or
• 15.6.8 Failure to make payments – where you repeatedly and deliberately fail to make tax payments that we have prescribed.

15.7 Consequences of Termination

• 15.7.1 On termination of the Contract for any reason: i. The Client shall immediately pay to The Accountancy Cloud all of The Accountancy Cloud's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, The Accountancy Cloud shall submit an invoice, which shall be payable by the Client immediately on receipt; ii. The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and iii. Clauses which expressly or by implication survive termination shall continue in full force and effect.
• 15.7.2 Termination will result in the closure of your The Accountancy Cloud Account and disengagement as your Agents. In such cases we will issue a disengagement letter to ensure our respective responsibilities are clear.
• 15.7.3 Following the cancellation of your account, The Accountancy Cloud will have no further responsibility in relation to the preparation or filing of your Limited company accounts, RTI filings or any other return. As a Director you will have continued responsibilities and are solely responsible for identifying another service or accountant to satisfy the need for the service that we provided.
• 15.7.4 If you require the preparation of your Company's Year End accounts prior to leaving The Accountancy Cloud we will ask you to make up the cost for producing these accounts to the value of 12 times your monthly subscription + VAT) if the number of monthly payments made has not covered the full accounting period for which we are producing year end accounts. If you require us to also assist with closure of your company, or preparation or dormancy, additional fees will apply.
• 15.7.5 Any data you have in your The Accountancy Cloud Software would need to be exported prior to closure.
• 15.7.6 Suspension of your The Accountancy Cloud Account could seriously jeopardise our and your ability to manage your company accounts and could lead to the missing of submission deadlines, including monthly RTI filing.
• 15.7.7 The Accountancy Cloud cannot be held liable for any fines incurred resulting from this, and all our obligations under these Terms of Services are suspended.
• 15.7.8 If we withdraw access to the Services no refund will be payable by us. One month's notice will be given prior to the suspension of a The Accountancy Cloud Account after which time if any issue has not been resolved within the following month we will take action to disengage ourselves as your Agent. We also reserve the right to close any The Accountancy Cloud Account for any reason, by giving one month's notice.

16. Force Majeure

16.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of The Accountancy Cloud including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of The Accountancy Cloud or any other party), failure of a utility service (including the Internet) or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

16.2 The Accountancy Cloud shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

16.3 If the Force Majeure Event prevents The Accountancy Cloud from providing any of the Services for more than 10 weeks, The Accountancy Cloud shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.

17. General

17.1 Assignment and other dealings: The Accountancy Cloud may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to a Group Company or any other third party or agent.

• 17.1.1 The Client shall not, without the prior written consent of The Accountancy Cloud, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
• 17.1.2 You hereby agree that The Accountancy Cloud Ltd, or a suitably qualified third party (a "Trusted Agent") is hereby appointed to act as your Agent in relation to our dealings with HMRC and Companies House or any other competent governmental or regulatory authority.

17.2 Internal Disputes and Complaints. If the Client is a Private Limited Company and we become aware of a dispute between parties who are shareholders or directors of the company, it should be noted that our client is the company itself. We would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the registered office/normal place of business for the attention of the directors.

• 17.2.1 The Accountancy Cloud aims to provide the highest levels of client service and accountancy advice and support at all times but we recognise that, even with the best intentions and systems, things do not always live up to expectations. We deeply regret any times where this is cause for complaint. If you are unhappy with the Services please contact your The Accountancy Cloud Client Manager in the first instance. If you are still not satisfied or would like to escalate your complaint, please put it into writing to hello@theaccountancycloud.com.
• 17.2.2 In observing the bye-laws, regulations and ethical guidelines of the ACCA, The Accountancy Cloud Ltd follows the ACCA's code of ethics and conduct and complaints procedures. The following links provide information on these
  • ACCA code of ethics and conduct
  • Making a complaint about an ACCA Member

17.3 Notices

• 17.3.1 Any notice or other communication given to a party under or in connection with the Contract shall be in the form of a Written Notice, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause. We will communicate with you and with third parties via email or by other electronic means, unless another method is more appropriate. You will be responsible for virus-checking emails and any attachments.
• 17.3.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address recorded on your The Accountancy Cloud Account; if sent by pre-paid first class post or other next working day delivery service, at 9.00am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
• 17.3.3 You agree that The Accountancy Cloud may send you notices via email, regular mail or alerts within the Services.
• 17.3.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

17.4 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

17.5 Accountancy Cloud Staff. You will not undertake any of the following during the term of the Contract and for one and a half (1.5) years from the date of termination of the Contract: (i) The client shall not attempt to take any of The Accountancy Cloud’s employees. In the event of this occurring, the Client agrees to pay to the company a recruitment fee of 100% of the employee(s) salaries in question, in addition to any ongoing retainer fees within this contract.

17.6 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.7 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the Agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

17.8 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

17.9 Entire Agreement. The Terms and Service Descriptions constitute the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of The Accountancy Cloud, which is not set out in the Contract.

17.10 Variation. Except as set out in these Terms, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by The Accountancy Cloud.

17.11 Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales. We and you agree to attempt to resolve any dispute amicably by speaking to one another before resorting to any legal action.

17.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

18.0 The provision of services regulations 2009

18.1 Our professional indemnity insurer for accountancy services is Prosure Limited, for our technology platform our professional indemnity insurer and cyber insurer is Spring Insure Ltd until 14 October 2023, and from the 14th October it is underwritten by aBeazley Syndicates 2623/623 at Lloyd’s, and administered by Enro Ltd trading as Superscript.

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