1.1 Definitions. In these T&Cs, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
CAF: the Client Authorisation Form provided by the Supplier to the Client regarding the Services.
CAT: Capital Allowance Tax Relief.
Claim: has the meaning set out in clause 4.1
Claim Fee: the Fee agreed as denoted on the Project Letter.
Client: the person buying the Services from the Supplier (as stated on the CAF)
Client Benefit Summary: an email from the Supplier to the Client detailing the value and benefit of the RDVR submitted to HMRC.
Commencement Date: has the meaning set out in clause 3.2.
Contract: the Contract (being the Project Letter and CAF together with these T&Cs) by the parties for the supply of the Services on these T&Cs.
HMRC: Her Majesty’s Revenue and Customs.
Intellectual Property Rights: all patents, copyright, trademarks, business and domain names, rights in goodwill or to sue for passing off, rights in design, rights in computer software, database right, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
PAT: Patent Box.
Project Letter: Terms of the Agreement.
R&D: Research and Development.
R&D Claim Value: the aggregate of any taxrecovered or recoverable or mitigated for use in future years by or for the Client as a result of the Services.
RDAs: tangible fixed asset additions identified and used in R&D and either;
RDVR: R&D Tax Credits Valuation Report
Services: the tax specialist services set out in clause 4.1. which focus on the identification of tax reliefs and other Services provided by the Supplier but not limited to water related rebates, utility switches and payroll services.
Supplier: ZLX Ltd (company no. SC623040).
1.2 Construction. In these T&Cs, the following rules apply:
2.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the subject matter.
2.2 Each party acknowledges that, in entering into this Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, case study, representation, assurance or warranty other than as expressly set out in this Contract.
2.3 Nothing in this Contract shall limit or exclude any liability for fraud.
3.1 The signing of the Project Letter and the CAF by the Client constitutes an acceptance by the Client for the Supplier to provide the Services to the Client on these T&Cs.
3.2 The Contract shall come into existence on the date (Commencement Date) when the Client signs the Project Letter and the CAF. Subject to clause 10, the Contract shall continue for a minimum of 5 client accounting tax years (of a minimum of 12 months each) commencing from the first accounting period for which the amended CT600 may be reasonably, in the Supplier’s opinion, be filed (Initial Term), and subsequently thereafter, until terminated in accordance with clause 10.
3.3 Each person who signs or accepts the Project Letter and CAF represents and warrants that he or she is duly and irrevocably authorised and has legal capacity to execute the Project Letter and CAF on behalf of the Client, and to bind the Client to this Contract.
3.4 The Client shall not during the period of this Contract (and 6 months thereafter) approach any other person, firm, or company to provide the same services as those provided by the Supplier under this Contract.
4.1 The Supplier shall:
4.2 The Supplier shall supply the Services to the Client, using information provided by the Client both in the CAF and otherwise.
4.3 The Supplier shall use all reasonable endeavours to meet any performance dates specified, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
4.4 The Supplier warrants to the Client, that the Services will be provided using reasonable care and skill.
5.1 The Client shall:
6.1 The Supplier shall charge the Client an amount equal to the Claim Fee for Services rendered (Charges). The Supplier shall invoice the Charges to the Client upon completion of the Project.
7.1 All Intellectual Property Rights in or arising out of or in connection with the Services provided, shall be owned by the Supplier.
7.2 All Supplier materials including any documentation provided by the Supplier are the exclusive property of the Supplier.
7.3 All Intellectual Property Rights relating to the Projects, including materials and documentation, supplied by the Client in connection with the claim, shall remain the property of the Client.
8.1 A party to this contract (Receiving Party) shall keep in strict confidence all technical and commercial know-how, processes or initiatives disclosed to it by or on behalf of, or which relates to, the other party (Disclosing Party), which are of a confidential nature, together with any other confidential information concerning the Disclosing Party’s business or its products or its services. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors who need to know for the purpose of discharging the Receiving Party’s obligations under the Contract. The Receiving Party shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 8 shall survive the termination of the Contract.
8.2 Where the Supplier is the Receiving Party, confidential information shall not include any information which:
9.2 The Supplier has no responsibility for the validity or accuracy of the data or information supplied by the Client in connection with a Claim or this Contract generally and has no liability where it is subsequently proven that the data or information supplied was fraudulent, negligent, invalid, inaccurate or incorrect.
9.3 The Supplier shall not be liable for any tax credits lost or loss of income resulting from a failure or delay by the Client in providing information to it, in connection with the Services or in complying with its obligations under this Contract.
9.4 Except as set out in these T&Cs, all warranties, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Contract.
9.5 This clause 9 shall survive the termination of the Contract.
10.1 Without limiting its other rights or remedies, the Supplier may terminate the contract with immediate effect by giving written notice to the Client if:
10.2 If the Client wishes to terminate the Contract, it must do so by giving the Supplier 12 months’ written notice commencing at the expiry of the Initial Term (as defined in clause 3.2).
11.1 On termination of the Contract for any reason, the Client shall immediately pay to the Supplier, all of the Supplier’s outstanding invoices and accrued interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt;
11.2 Without prejudice to any other rights or remedies available to the Supplier under this Contract or at law, if (1) at any time prior to the supplier submitting a Claim, the Client:
11.3 Without prejudice to any other rights or remedies available to the Supplier under this Contract or at law, if at any time after the Supplier has submitted a Claim (which proves successful), the Client:
12.1 Force Majeure:
12.2 Assignment and subcontracting:
12.3 Waiver: A waiver of any right under the Contract 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 under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict further exercise of that or any other right or remedy.
12.4 Governing law; The Contract shall be governed by the law of Scotland and the parties submit to the exclusive jurisdiction of the courts of Scotland.
Version 8 Jan 10th 2020