Terms and Conditions

Your Responsibilities

You agree to enter all invoices and expenses into your Cloudaccountant account using log-ins provided to you by Cloudaccountant.

It is wholly your responsibility for the accuracy and completeness of the data entered into the Cloudaccountant’s software and we are wholly dependent upon your entering this in a timely way, and any information or explanations we receive from you. We will make endeavours to identify missing or incomplete information provided you have subscribed to our Bankstream service, or emailed us the banking activity.

You must ensure that we have complete and accurate information throughout the subscription period, including any changes to company structure, trading activity, business address, and personal contact details etc.

If you have already been trading as a Ltd company and used an agent to look after your company’s accounting activities previously we will contact them to gain Professional Clearance and obtain your historical data, which we are required to do immediately upon you joining Cloudaccountant.

If you have accounts from previous years that have not yet been finalised and we do not have opening balances from these periods your Cloudaccountant account will not be a true reflection of your company’s current financial status until we have this information.

If you start to use the Service midway through your current trading year we will enter trading activities already undertaken into your Cloudaccountant account when we receive them from you or your prior Agent.

If your previous year’s Accounts have not been filed, and opening balances are not entered into the Cloudaccountant system by the time your first Year End Accounts are due to be filed by Cloudaccountant we will be unable to file them. Any fines or penalties resulting from this will not be the responsibility of Cloudaccountant.

The Service

Registered address:

Management accounts:

Ltd company Year End Accounts:

Corporation Tax

Payroll

VAT

Companies House

Penalties and interest

NB, you must be subscribed to the Service in order for us to file any company returns, this includes PAYE end of year returns, which require 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 Cloudaccountant, you will need to make your own arrangements.

You will be notified of annual company return filing deadlines in advance by email.  We cannot be held responsible for any late filing fees or penalties caused once notification has been sent.

You are legally responsible for ensuring the data in your RTI payroll submissions are correct and made on time. Failure to do this may lead to automatic penalties, surcharges and/or interest from HMRC. Employers cannot delegate this legal responsibility to others.

Your first Full Payment Submission (FPS) must reach HMRC normally on, or before the payday for the first payroll run after you are required to make submissions under RTI. For all new employers RTI filing will only be able to commence these once your PAYE scheme has been formed and references are available from HMRC.

Accountancy Advice

Cloudaccountant provides all accountancy advice for the Ltd company subscribed to the Service.

Your subscription to the Service allows for the provision of general accountancy guidance only for the Ltd company subscribed to the service, and the income tax affairs of up to two director/ shareholders.

We will endeavour to record all advice on important matters in writing. Advice given orally, is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice, e.g. during the course of a telephone conversation, and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.

Your Account

If we accept an application for the creation of a Cloudaccountant account, we will confirm this by email and at that point a legally binding contract will be created between the Account Holder and us.

If you apply for a Cloudaccountant account to be created, you warrant that you are authorised to enter into this Agreement and do so by agreeing to the Terms of Service. The Agreement will be subject to English law and the provisions of these Terms of Service shall govern our agreement with you.

We reserve the right, at our discretion, not to accept an application to create a Cloudaccountant account. This may be due to technical constraints, because you or your business has been banned by us from using the service, we have been unable to adequately confirm your identity or for any other reason. No charge will be made for declined applications.

Internal Disputes

If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of your company, it should be noted that our client is the company and 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. We cannot mediate or terminate ownership without all parties consent.

Your Subscription

Fees and payments terms
A subscription fee for use of the Service is payable monthly.  Once a subscription and price is agreed we agree to honour that price for a period of 12 months and reserve the right to review the price after this period and to upgrade the service should the size of business warrant it.

The subscription rates are posted on our website and we may vary these from time to time: please see our services page for the rates in force for the current month. Prices on our website are quoted in UK pounds Sterling 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 account holders agree to have a direct debit set up for payment of monthly subscription fees.

NB, the Service relies upon the continuous payment of monthly subscriptions. We are unable to provide breaks in subscription fees due to non-trading, alternative employment etc.
Additional charges will apply for activities that fall outside the Service such as transfers of shares, shareholders disputes etc, and to the extent that these projects fall outside the scope of a previously agreed bolt-on.   Fees will be agreed with you in advance before any such work is undertaken.

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

Non-payment

We shall be under no obligation to provide the Service if the subscription fee is not paid to us on time. The Account Holder must ensure that we have complete and accurate billing and contact information throughout the subscription period, including the full name of the Account Holder, its business address, and a billing contact email address.

If subscription fees become overdue we reserve the right to suspend your access to the Service until the balance is paid and we may close the Account Holder’s Cloudaccountant account permanently and disengage ourselves as Agents.

Suspension or termination

If you fail to abide by these Terms of Service, if we have reason to believe that you have provided us or HM Revenue & Customs with misleading information, in the event of your insolvency, bankruptcy or other arrangement being reached with creditors, or trading standards, if payment of the subscription fees is not paid on time, or we are unable to contact you we reserve the right to suspend or terminate your access to the Service.

Should we have no contact with you for a period of 6 months or more, we may issue to your last known address a disengagement letter and hence cease to act for you.

If we withdraw access to the Service no refund will be payable by us. One month’s notice will be given prior to the suspension of an 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 Cloudaccountant account for any reason, by giving one month’s notice.

Suspension of your 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.
Cloudaccountant cannot be held liable for any fines incurred resulting from this, and all our obligations under these Terms of Service are suspended.

Cancellation

You can close the Account Holder’s Cloudaccountant account at any time by putting it in writing to itjustclicks@cloudaccountant.com

Upon cancellation, 30 days notice will run during which time we will continue to provide service.

Cancellation will result in the closure of your Cloudaccountant account and our disengagement as your Agents. In such cases we will normally issue a disengagement letter to ensure our respective responsibilities are clear.

Any data you have in your Cloudaccountant account would need to be exported prior to closure.

Following the cancellation of your account, Cloudaccountant 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.

In order for us to comply with the Money Laundering Regulations 2007, the Proceeds of Crime Act 2002, and the Terrorism Act 2000 we would be required to carry out another identity verification check before allowing use of the Service again.

The Software

License

You are granted a non-transferable, non-exclusive license to use the Service in accordance with these Terms of Service. If you choose to give another party access to your account you do so at your own risk and you shall remain primarily liable to Cloudaccountant for complying with these Terms of Service for the use of the Service.

Security

The Account Holder is ultimately responsible for administering and safeguarding any passwords and memorable words created to control access to its Cloudaccountant software: please keep any password issued to you secure.

Payroll

You are legally responsible for ensuring the data in your RTI payroll submissions are correct and complete, making any submissions by the due date and making payment of Tax & National Insurance Contributions (NIC) on time. Failure to do this may lead to automatic penalties, surcharges and/or interest from HMRC.

Employers cannot delegate this legal responsibility to others. You agree to check that submissions we have prepared for you are correct and complete.Your first Full Payment Submission (FPS) must reach HMRC normally on, or before the payday for the first payroll run after you are required to make submissions under RTI. For all new employers RTI filing will only be able to commence these once your PAYE scheme has been formed and references are available from HMRC.

The Cloudaccountant payroll service allows for a monthly payroll run on the last Friday of the month, or last day of the month and we will provide your payroll information in your Cloudaccountant account by the Tuesday in the last full week of the month.

The service includes:

In order for us to comply with the Employer’s Guide to PAYE you are required to provide all necessary employee information in a timely way and keep us updated with on going amendments and changes. We will rely on the information and any documentation being true, correct and complete and will not audit the information.

You agree:

If the information required to complete the payroll services set out above is received later than the dates specified above or agreed with us we will still endeavour to process the payroll and returns to meet the agreed payroll date but we will not be liable for any costs or other losses arising if the payroll is late or the RTI returns are filed late in these circumstances.

You will be responsible for completing the checks on a new employee’s eligibility to live and work in the UK in accordance with the Government’s Code of Practice “Preventing Illegal Working” and Section 8 of the Asylum and Immigration Act 1996.

There are differences between what would be deemed a subcontractor or employee and more guidance on this can be found in our Help centre or on the HMRC website.

IR35 – The Intermediaries legislation & status

HM Revenue & Customs introduced the ‘Intermediaries Legislation’; commonly known as IR35, in April 2000.

The legislation is intended to combat the abuse by an individual who would be treated as an employee were it not for the fact they provide their services via their own personal service company.

Working in this manner enables an individual to make substantial Tax and National Insurance contributions savings.

During an investigation, if HMRC request sight of a contract and decide that it is ‘caught’ by IR35 they will calculate a deemed payment, treating a substantial part of income received as salary and demanding all tax and National Insurance contributions on payments originally paid out as dividends.

Therefore it is important that you are fully aware of the legislation.

The interpretation of IR35 and the defining of status are reliant on case law – as such, the determining factors surrounding IR35 change over time and certain issues become more prominent following each significant case.

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 assessment or review and or the subsequent status determined by a tribunal or other hearing.

The opinion given by Cloudaccountant is given from a professional background, however we are unable to guarantee a successful outcome to any HMRC challenge.

Money Laundering

To help us guard against financial crime we are obliged to comply with the Money Laundering Regulations 2007, the Proceeds of Crime Act 2002, and the Terrorism Act 2000. These require us to carry out identity verification checks before allowing use of the Service. 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.

If we cannot adequately confirm your identification in accordance with this legislation we reserve the right to refuse your use of the Service.

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.

The offence of money laundering is defined by Section 340(11) of the Proceeds of Crime Act and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit. This definition is very wide and would include such crimes as:-

This list is by no means exhaustive.

We are obliged by law to report any instances of money laundering to SOCA without your knowledge or consent. In fact, we may commit the criminal offence of “tipping off” under Section 333 of the Proceeds of Crime Act if we were to inform you that a report had been made. In consequence, neither the firm’s principals nor staff may enter into any correspondence or discussions with you regarding such matters.

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 in accordance with the guidance published by The Association of Taxation Technicians (ATT).

Complaints

If you have any questions or concerns please raise those matters with Duncan.lloyd@cloudaccountant.com  in the first instance. However if you raise any concerns which  are not addressed to your satisfaction you have the right to take that issue up with the Institute.

In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is RSA Insurance PLC, of 9th Floor, One Plantation Place, 30 Fenchurch Street, London, EC3M 3BD.  The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States of America or Canada.

Disclaimer

IMPORTANT: This section restricts the extent to which we are liable for any losses, which may be suffered in connection with your use of the Service. It also may require the Account Holder to compensate us for any loss we suffer as a result of your failure to comply with these Terms of Service.

Availability

We will make reasonable endeavors at all times to ensure that the Service will be suitable for your intended use. We cannot guarantee that it 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 Service. We will try to keep any disruptions to a minimum but it may be necessary to suspend the Service from time to time to carry out maintenance and support work.

Prohibited Use

Except as otherwise permitted under this Agreement, you shall not: a) 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; b) provide by electronic means to any person other than an authorised user any content; c) alter or change any part of the content.

Ownership

The legal and beneficial interest in all copyrights, patents, trade marks, service marks, design rights (whether registered or unregistered), database rights, proprietary information rights and all other proprietary rights as may exist anywhere in the world together with applications associated with any such rights (“Intellectual Property Rights”) relating to the Service belong to us at all times. You obtain no ownership rights in the Service or any of the Intellectual Property Rights pursuant to or arising out of this Agreement. The Account Holder has sole responsibility for the provision of accurate and reliable data. The Account Holder retains ownership of any Intellectual Property Rights it has in your Data (such as rights in its logo, for example.) Intellectual Property Rights in your Data will not be transferred to us. We reserve the right to disclose your Data to law enforcement officials in the investigation of fraud or other alleged unlawful activities but otherwise we will only use your Data to provide the Service.

Exclusion of our liability

You use the Service entirely at your own risk. We do not restrict our liability (if any) for personal injury or death resulting from our negligence, for fraud committed by us or for any matter, which it would be illegal to limit or to attempt to restrict. We exclude all other liability and responsibility for any amount or kind of loss or damage arising in connection with the Service.

Limitation of our liability

Neither party shall be liable under this agreement to the other party for indirect, special, exemplary, punitive or consequential damages including without limitation loss of goodwill, whether arising from negligence, breach of contract or otherwise. Where we are not legally entitled to exclude our liability, our total liability for any loss or damage relating to the Service (or to our website generally) shall not exceed an amount equal to the subscription fees, which the Account Holder has paid to us in the previous month.

Liability to us

If you access the Service using a password created to control access to the Account Holder’s Cloudaccountant account, then the Account Holder shall be held liable for any reasonable costs and expenses incurred by us as a result of breach of these Terms of Service by you. Otherwise, you shall be held personally liable for any reasonable costs and expenses incurred by us as a result of breach of these Terms of Service by you.

Further provisions

These Terms of Service and our Privacy Statement describe the entire agreement between you and us regarding the Service, and supersede any prior understandings or agreements. We shall be entitled to assign or subcontract our rights and/or obligations under these Terms of Service to another party. As Account Holder you may not transfer any of your rights or obligations under these Terms of Service without our prior written consent. Failure at any time to enforce any of these terms and conditions or to require performance by the other party of any such term or condition shall not be construed as a waiver of such provision or affect the right of either party to enforce the same. If any provision is held to be invalid or unenforceable by any tribunal of competent jurisdiction, the remaining provisions shall not be affected and shall be carried out as closely as possible according to the original intent.

Data Protection

We confirm that we will comply with the provisions of the Data Protection Act 1998 when processing personal data about you and your company. In order to carry out the services of this engagement and for related purposes such as updating the enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data about you.

Electronic and Other Communication

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.

With electronic communication, there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices.

However, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor for communications, which are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material.

Any communication by us with you sent through the post system is deemed to arrive at your postal address two working days after the day that the document was sent.

Retention of and Access to Records

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 for 6 years from the end of the accounting period. 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.

Contracts (Rights of Third Parties) Act 1999

Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person, which exists or is available otherwise than pursuant to that Act. The advice that we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it. We accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

Applicable Law

These Terms of Service are governed by and construed in accordance with English Law and the parties agree to submit to the exclusive jurisdiction of the Courts of England.

Definitions