Terms of service
Background
These Terms of Service are the standard terms for the provision of services by Air Accounting Limited (“Air Accounting, “us”, “we” and “our”). Air Accounting Limited is a company registered in England and Wales under company number 10256980, whose registered address is Park View Business Centre, Combermere, Whitchurch, Shropshire, SY13 4AL. TaxBoxx (”TaxBoxx”, “sites”) and the TaxBoxx App (“app”, “sites”) are trading names of Air Accounting Limited (“Air Accounting”)
These Terms of Service (“terms”) apply to you, our client (“client”, “you”, “yourself” and “your”), when you use any services (whether on the basis of a trial or by paid monthly, annual subscription, or one off) featured on our website or our app (“the sites”) or and, to the fullest extent applicable, to any services which you are introduced to via the sites, which are provided by affiliated third parties.
1. Definitions and Interpretation
1.1 In these terms, unless the context otherwise requires, the following definitions apply:
Add-Ons means any and all of the other value-added services;
Affiliate Services means services offered by affiliated third parties, including: insurance broking; investment and pension advice; and mortgage broking via applications developed independently by the retrospective affiliated third parties in collaboration with Air Accounting Limited. Such services may be purchased on the basis of separate contracts with the affiliated third parties who are introduced by Air Accounting Limited;
TaxBoxx Account means a current subscription to the services providing access to the sites for delivery of the services and enabling subscription to all services;
TaxBoxx Services means Sole Trader, Limited, Partnership and other (as detailed in the Letter of Engagement and Schedule of Services) Our services and add-ons may be purchased on the basis of an additional subscription or one-off payment governed by the terms and the special terms;
TaxBoxx Software means the TaxBoxx proprietary software developed and/or licensed by Air Accounting to provide the functionality for the services for clients with a TaxBoxx account;
Business Day means any day other than a Saturday, Sunday or bank holiday in England;
Calendar Day means any day of the year;
Fees means the fees payable by clients for the supply of the services and where applicable, the TaxBoxx services and add-ons (which are payable in addition) in accordance with clause 7;
Commencement Date means as set out in clause 2.3;
Contract means the contract between Air Accounting and the client for the supply of the services in accordance with these terms;
Group Company means in relation to Air Accounting 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 means 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 form of protection which subsist or will subsist now or in the future in any part of the world;
Month means a calendar month;
Services means any and all of the TaxBoxx services;
Service Descriptions means the individual service descriptions for the TaxBoxx services and add-ons and the affiliate services as featured on the sites 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;
Special Terms means any specific terms applicable to the TaxBoxx services and add-ons, or the affiliate services, which are effectively incorporated into the contract and shall be binding on the client by express reference in the relevant Letter of Engagement(s) and Schedule of Services. In the event of a conflict between these special terms and the terms, the terms shall prevail;
Terms means these terms as amended from time to time;
Written Notice means shall comprise all written communication between Air Accounting and its clients, that is delivered between the parties by (1) personal delivery, (2) a nationally-recognised next day courier service, (3) first-class registered or recorded mail with full postage prepaid, or (4) electronic mail. The communication will be delivered either to Air Accounting’s registered address or to the client’s address as recorded by Air Accounting.
1.2 Construction. In these terms, the following rules apply.
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns.
1.2.3 A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under the statute or statutory provision, as amended or re-enacted.
1.2.4 Any phrase introduced by the terms including, include, in particular, such as or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5 Each reference in these terms of service to “writing” and any similar expression such as written includes electronic communications whether sent by e-mail, text message, fax and communication generated by Air Accounting’s and/or TaxBoxx’s systems applications.
2. The Contract
2.1 These terms of service govern the sale and provision of services by us and will form the basis of the contract between us and you. Before submitting an application, please ensure that you have read these terms of service carefully. If you are unsure about any part of these terms of service, please ask us for clarification.
2.2 Your application for a TaxBoxx account constitutes an offer by you to purchase the services in accordance with these terms.
2.3 Your application shall only be deemed to be accepted when we issue written acceptance of the application by way of an invitation to TaxBoxx email containing an invitation code, at which point, and on which date the contract shall come into existence (Commencement Date). By applying for a TaxBoxx account to be created, you warrant that you are authorised to enter into this contract.
2.4 We reserve the right, at our discretion, not to accept an application for a TaxBoxx account. The reasons may include but are not 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.
2.5 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.
2.6 The Private Limited Company Services cater for companies with up to a maximum of:
- Ten (10) Directors;
- Ten (10) Shareholders; and
- Fifty (50) employees (inclusive of Directors).
Private limited companies with Directors and/or Shareholders who live outside of the United Kingdom must satisfy particular requirements as a condition of being accepted as clients.
2.7 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 Air Accounting.
2.8 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
3.1 Air Accounting shall supply the services to you in accordance with these terms in all material respects.
3.2 Air Accounting 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.
3.3 Air Accounting warrants to you that the services will be provided using reasonable care and skill.
3.4 In providing general accountancy services, as part of the services, we delegate certain tasks or subcontract part or all of the contractual performance at our sole discretion, to another Group Company. In all cases and at all times, Air Accounting shall retain responsibility to you for the performance of the services.
4. Accountancy Advice
4.1 Your TaxBoxx account allows for the provision of general accountancy advice only and this is restricted to the business which subscribes to TaxBoxx. For specific matters relating to issues such as VAT compliance, broad advice will be offered, and additional services recommended. Air Accounting recommends that you seek specialised advice on specific matters either by expanding your TaxBoxx account to include additional services or by seeking advice from an alternative source.
4.2 Air Accounting is a firm of accountants and, in providing advice, observes the bye-laws, regulations and ethical guidelines of the Association of Accounting Technicians (AAT). 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.
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 Air Accounting in all matters relating to the services, including complying with any and all reasonable instructions provided by Air Accounting in relation to the same;
5.1.2 Provide Air Accounting with such information and documentation as Air Accounting may reasonably require in order to supply the services, and ensuring that this is accurate in all material respects;
5.1.3 Ensure that Air Accounting has accurate and complete information and that you keep your TaxBoxx account 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 Ensure you keep your TaxBoxx account updated with all trading transactions, including, but not limited to: entering all invoices and expenses; recording all withdrawals and payments; reconciling your TaxBoxx software to your relevant banks and credit card statements on a regular basis;
5.1.5 Ensure that the services are not abused or used for any informal or illegal purpose or in any way that would bring Air Accounting into disrepute;
5.1.6 Ensure that you open at least one-pound sterling business account, with a UK-based bank, through which your business can process business transactions;
5.1.7 Ensure that your TaxBoxx account 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, unless agreed separately in writing;
5.1.8 Ensure that your 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 charges by HMRC. Employers cannot delegate this legal responsibility to others;
5.1.9 Ensure that you meet filing deadlines for your Annual Confirmation Statement (including Persons with Significant Control Register). You will be notified of these filing deadlines in advance by email, or via messages in your TaxBoxx account. We cannot be held responsible for any late filing fees or penalties caused once notification has been sent;
5.1.10 Ensure that you have a currently active TaxBoxx account in order to file company returns, this includes PAYE Full Payment Submission (“FPS”), which requires filing at specific times in the calendar year. If you chose to leave the service before these filings are due, and have not made specific arrangements with Air Accounting, you will need to make your own filings;
5.1.11 Ensure you remain solely and fully responsible for any breach of your obligations under these terms and the consequences of any such breach, expressly acknowledging that Air Accounting has no responsibility to you or any third party for such breaches or the consequences of such breaches and that you shall indemnify Air Accounting in relation to the same in accordance with clause 13.8; and
5.1.12 Ensure you notify Air Accounting of an intention to cancel your TaxBoxx account at least 30 days before the next related direct debit payment is due to be processed.
5.2 You shall not:
5.2.1 Give any legal or improper bribe, kickback, payment, gift, or thing of value to any Air Accounting 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 TaxBoxx account, hardware or telecommunications equipment of Air Accounting, its users or affiliates; or
5.2.4 Reproduce, copy, sell, trade or resell all or any part of the services for any purpose.
5.3 If Air Accounting’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 Air Accounting 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 Air Accounting’s performance of any of its obligations;
5.3.2 Air Accounting shall not be liable for any costs or losses sustained or incurred by the client arising directly or indirectly from Air Accounting’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 Air Accounting on written demand for any costs or losses sustained or incurred by Air Accounting arising directly or indirectly from the client default.
5.4 The accuracy and completeness of the data entered into the TaxBoxx account 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 TaxBoxx account 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 TaxBoxx account.
5.7 Air Accounting 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 Air Accounting.
5.8 If your previous year’s accounts have not been filed, and opening balances are not entered into your TaxBoxx account by the time your first year end accounts are due to be filed by Air Accounting, they will not be able to be filed. Any fines or penalties resulting from this will not be the responsibility of Air Accounting.
5.9 Company directors are wholly responsible for the registration, completion and filing of their own annual Self-Assessment Tax Returns. Air Accounting can assist with this and offers a separate, paid for personal tax service for tax registration and for the completion and filing of returns.
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. 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 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 costs of defending your status regardless of the outcome of an IR35 Review.
6. Access, Security and Data Protection
6.1 You will not be able to use your TaxBoxx account and use the services without a username and password.
6.2 You are ultimately responsible for administering and safeguarding any passwords created to control access to and your use of your TaxBoxx account. Please keep any password issued to you secure. If you chose to give another party access to your TaxBoxx account, you do so at your own risk and you shall remain liable to Air Accounting for complying with these terms for the use of the TaxBoxx account and the services and you shall indemnify Air Accounting in relation to any loss, damage or claim that may be suffered, incurred or brought as a result.
6.3 Air Accounting staff do not have access to any client passwords. Access to your TaxBoxx account is available to specific members but it is strictly controlled by passwords. Use of this access is for assisting you with your TaxBoxx account and for offering other support, as necessary.
6.4 Air Accounting staff will have full access to your TaxBoxx accounting records, with your authority, to undertake services as agreed and detailed in your Letter of Engagement and Schedule of Services.
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 the Data Protection Law.
6.6 Air Accounting contracts with GoCardless. GoCardless (company registration number 07495895) is a licensed account information service provider (AISP). GoCardless is authorised and regulated by the Financial Conduct Authority (“FCA”) under the Payment Services Regulations 2017, registration number 597190. Air Accounting use GoCardless to enable you to share your financial information with us securely and directly from your bank account so we can understand your income and expenditure without you having to manually upload your bank statements. These include but are not limited to, connecting to bank accounts in order to fetch bank statements from them and/or to obtain a feed of your account data on your behalf. Please note that this service does not give Air Accounting or any third parties the ability to transact via the relevant bank accounts.
In the course of establishing a connection with a bank account you may be required to confirm your acceptance of our authorised partners Terms and Conditions and Privacy Policy/Notice.
If you have any questions about the security of your data, please contact us at [email protected]
6.7 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 find the most up to date version of our privacy policy here, or on the TaxBoxx app.
7. Fees and Payment
7.1 Subscription fees for use of the services are payable monthly, or annually, in advance. The fees are stated in your Letter of Engagement. You will be notified of any changes to our current fees. It is a requirement that all clients agree to set up a direct debit in favour of Air Accounting for payment of monthly subscription fees.
7.2 Additional fees are payable for add-ons which fall outside of the scope of the services. 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 accountant 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). Air Accounting 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 Air Accounting 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 Air Accounting to the client, the client shall, on receipt of a valid VAT invoice from Air Accounting, pay to Air Accounting 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 and/or catch-up fee may 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 chose to cancel your TaxBoxx account before the end of the year for which you have paid.
7.8 Once any company return has been filed, Air Accounting cannot be held responsible or accountable for any omissions in your accounts. Any changes required after submissions do not fall within the Air Accounting subscription fee and will be charged separately.
7.9 Air Accounting 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 fully paid and we may choose to close your TaxBoxx 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 Air Accounting 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. 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 fees 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 with Air Accounting in the same accounting year in which you left the service, we would normally re-enable your previous TaxBoxx account 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 TaxBoxx account. This new account 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 with Air Accounting.
8.2 If you had been through an accounting year-end since leaving Air Accounting, we must create a new TaxBoxx account for you.
8.3 A new set up fee may 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 TaxBoxx account.
8.4 If we are enabling the same TaxBoxx account, we will ask you to make up any missing monthly subscription fees for the period you have not used the TaxBoxx account.
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 before allowing you use of the services again.
9. Client Referral Scheme
9.1 In order to participate in TaxBoxx’s Client Referral Scheme, the client must make the identity of their referral known to their accountant and confirm that they are authorised to disclose that data to us and have consent from their referral to pass on their personal data. Once sign-up is complete, the referral pay-out will commence after the referral’s TaxBoxx account has been enabled and fully paid for a period of, at least 3 months. For full details please refer to the Client Referral Scheme Policy.
10. Intellectual Property Rights and TaxBoxx Account Licence
10.1 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 Air Accounting under or in connection with the services shall at all times belong to and remain vested in Air Accounting 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, Air Accounting boxed graphics, logos, designs, page headers, button icons, scripts, code and service names are registered trademarks, trademarks or trade dress of Air Accounting 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.
10.2 In accessing your TaxBoxx account and the services, you are entitled to use the TaxBoxx account for as long as you are subscribed to its 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.
10.3 The client acknowledges that, in respect of any third party intellectual property right (which may be a feature of any TaxBoxx account and add-ons or otherwise), the client’s use of any such intellectual property rights is conditional on Air Accounting obtaining a written licence from the relevant licensor on such terms as will entitle Air Accounting 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.
10.4 You shall not:
10.4.1 Remove or alter the conditions of use, any copyright notices and other identification disclaimers as they may appear on the sites, or in any print format; or
10.4.2 Provide any content by electronic means to any person other than an authorised user; or
10.4.3 Alter or change any part of the content.
11. Confidentiality
11.1 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 11 shall survive termination of the contract.
12. Anti-Money Laundering and Other Regulations
12.1 Air Accounting is obliged to comply with the Money Laundering Regulations 2007, the proceeds of Crime Act 2002 and the Terrorism Act 2000. Air Accounting also observes the bye-laws, regulations and ethical guidelines of the AAT 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.
12.2 If we cannot adequately confirm your identity in accordance with the regulations described in 12.1, we reserve the right to refuse your use of the services.
12.3 We have the 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 ground for suspicion, would constitute a criminal offence. We are obliged by law to undertake this reporting to SOCA, but we 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 Air Accounting’s principals nor staff may enter into correspondence or discussions with you regarding such matters.
12.4 The act of money laundering is defined in Sections 327, 328, 329 and 340(11) of the Proceeds of Crime Act 2002 and includes:
12.4.1 Concealing, disguising, converting, transferring or removing criminal property;
12.4.2 Arranging the acquisition, retention, use or control of criminal property by or on behalf of another person; and
12.4.3 Acquiring, using and possessing criminal property.
12.5 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 AAT in this respect.
12.6 Air Accounting complies with the Criminal Finances Act 2017 and operates adequate procedures and controls aimed at preventing its staff, clients and other affiliates from facilitating tax evasion.
12.7 Air Accounting complies with the Bribery Act 2010 and operates adequate procedures and controls aimed at preventing bribery in its business dealings.
13. Warranties and Limitation of Liability and Indemnity
13.1 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.
13.2 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.
13.3 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.
13.4 Nothing in these terms shall limit or exclude Air Accounting’s liability for:
13.4.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
13.4.2 Fraud or fraudulent misrepresentation.
13.5 Subject to clause 13.4, Air Accounting 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 connect with the contract.
13.6 Subject to clause 13.4, Air Accounting’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 fees paid by the client for the services in the 12 month period preceding the date when the claim or claims arose.
13.7 The client agrees that all the limitations and exclusions of liability in favour of Air Accounting 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 17.3 shall apply and in any event, subject to clause 13.5 and 13.6 and this clause, Air Accounting’s total liability shall not exceed the limits of the professional indemnity insurance that it maintains from time to time.
13.8 Indemnity: The client hereby undertakes and agrees to indemnify Air Accounting 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 Air Accounting arising out of or in connect with (1) any breach of the client’s undertakings or obligations set out in these terms, and/or (2) the client’s negligence, fraud or misconduct.
13.9 This clause 13 shall survive termination of the contract.
14. Termination
14.1 The client shall be deemed to have terminated the contract if:
14.1.1 The client does not elect to subscribe to the services at the end of any trial period: and/or
14.1.2 The client cancels their subscription to the services or fails to pay Air Accounting for a subsequent renewal when due.
14.2 Air Accounting may terminate the contract at any time by giving the client not less than 30 day’s written notice or with immediate effect, at Air Accounting’s sole discretion, should any of the events described in clause 14.6 occur. The client may terminate the contract at any time by giving Air Accounting not less than 30 day’s prior written notice.
14.3 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:
14.3.1 Subject to clause 14.4, 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
14.3.2 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.
14.4 For the avoidance of doubt, failure by the client to pay any fees due to Air Accounting in full in cleared funds by the due date shall constitute a material breach of the contract (see clause 14.6). Failure by the client to pay fees to Air Accounting in cleared funds by the due date on more than two occasions shall entitle Air Accounting to terminate the contract immediately on giving written notice to the client.
14.5 Without limiting its other rights or remedies, Air Accounting may suspend provision of the services under the contract or any other contract between the client and Air Accounting if the client becomes subject to any of the events listed in clause 14.3.2 or Air Accounting reasonably believes that the client is about to become subject to any of them.
14.6 The events referred to in clause 14.2 above, which shall entitle Air Accounting to terminate the contract with immediate effect by written notice (which may be given by email) include, without limitation:
14.6.1 Non-Payment – where your TaxBoxx account has been suspended and you have not paid us within 30 days or where your direct debit has failed more than once in a financial year;
14.6.2 Abusive behaviour and discrimination – use of racist, abusive, homophobic or sexist language or any threatening or inappropriate conduct directed at any of our staff or third parties;
14.6.3 Incompatibility – where it becomes apparent that the client’s business is incompatible with the TaxBoxx services due to, by way of non-exhaustive examples, the:
1. abnormal size of the company;
2. number of transactions per month;
3. more than 50 employees;
4. balance sheet worth more than 5.1 million;
5. turnover is greater than 10.2 million; and
6. nature of business requires specialist expertise that Air Accounting cannot supply.
14.6.4 Excessive Use – where, in Air Accounting’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 TaxBoxx account and the services properly or efficiently;
14.6.5 Insufficient Use – where, in Air Accounting’s opinion only, you fail to update your TaxBoxx account on a sufficiently frequent basis;
14.6.6 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;
14.6.7 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
14.6.8 Failure to make payments – where you repeatedly and deliberately fail to make payments that we have prescribed.
14.7 Consequences of Termination
14.7.1 On termination of the contract for any reason:
1. The client shall immediately pay to Air Accounting all of Air Accounting’s outstanding unpaid invoices and interest and, in respect of services supplied but for which no invoice has been submitted, Air Accounting shall submit an invoice, which shall be payable by the client immediately on receipt;
2. 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
3. Clauses which expressly or by implication survive termination shall continue in full force and effect.
14.7.2 Termination will result in the closure of your TaxBoxx account and disengagement as your agents. In such cases we will issue a disengagement letter to ensure our respective responsibilities are clear.
14.7.3 Following the cancellation of your TaxBoxx account, Air Accounting 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.
14.7.4 If you require the preparation of your Company’s Year End accounts prior to leaving Air Accounting, we will ask you to make up the cost for producing these accounts to the value of 12 times your monthly subscription (plus 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.
14.7.5 Any data you have in your TaxBoxx account would need to be exported prior to closure. Contact a team member for help with this.
14.7.6 Suspension of your TaxBoxx 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. Air Accounting cannot be held liable for any fines incurred resulting from this, and all our obligations under these terms of service are suspended.
14.7.7 If we withdraw access to the services no refund will be payable by us. 30 days’ notice will be given prior to the suspension of an TaxBoxx account, after which time if any issue has not been satisfactorily resolved within the following month, we will take action to disengage ourselves as your agent. We also reserve the right to close any TaxBoxx account for any reason by giving 30 days’ notice.
15. Events Outside of Our Control (Force Majeure)
15.1 We will not be liable for any failure or delay in performing our obligations where that failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, malicious damage, compliance with any law or governmental order, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond our reasonable control.
15.2 Air Accounting 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.
15.3 If the Force Majeure Event prevents Air Accounting from providing any of the services for more than 10 weeks, Air Accounting shall, without limiting its other rights or remedies, have the right to terminate this contract immediately by giving written notice to the client.
16. 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.
16.1 Air Accounting 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 Air Accounting accountant in the first instance, and if you are still not satisfied or would like to escalate your complaint, please put it into writing to [email protected]
16.2 In observing the bye-laws, regulations and ethical guidelines of the AAT, Air Accounting follows the AAT’s code of ethics and conduct and complaints procedures. For more information please click on the following links: https://www.aat.org.uk/about-aat/professional-standards https://www.aat.org.uk/about-aat/professional-standards/complaints-about-aat-members
17. Other Important Terms
17.1 Assignment and other dealings: Air Accounting 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 Air Accounting, 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 The client herby agrees that Air Accounting, 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 Notices
17.2.1 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.
17.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address recorded on your Air Accounting Account; if sent by pre-paid first class post or other next working day delivery service, at 09:00am 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.
17.2.3 You agree that Air Accounting may send you notices via the TaxBoxx app, email, regular mail or alerts within the services.
17.2.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
17.3 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.
17.4 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.
17.5 No partnership or agency – Nothing in the contract is intended to, or shall be deemed to, establish 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.
17.6 Third Parties – A person who is not a party to the contract shall not have any rights to enforce its terms.
17.7 Entire Agreement – The terms 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 Air Accounting, which is not set out in the contract.
17.8 Variation – Except as set out in the 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 Air Accounting.
18. Governing Law and Jurisdiction
18.1 These terms of service, the contract, and the relationship between you and us (whether contractual or otherwise) shall be governed by and construed in accordance with the law of England & Wales. We and you agree to attempt to resolve any dispute amicably by speaking to one another before resorting to any legal action.
18.2 Each party irrevocably agrees that any dispute, controversy, proceedings or claim between you and us relating to these terms of service, the contract, or the relationship between you and us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England and Wales.
19. How We Use Your Personal Information (Data Protection)
19.1 All personal information that we may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR.
19.2 For complete details of our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to our privacy policy available from www.taxboxx.co.uk, the TaxBoxx app or a team member.
20. Communication and Contact Details
20.1 If you wish to contact us, you may do so by telephone at 01948 988 007 or by email at [email protected]
20.2 In certain circumstances you must contact us in writing. When contacting us in writing you may use the following methods:
20.2.1 Contact us by email at [email protected]; or
20.2.2 Contact us by post at Air Accounting Limited, Park View Business Centre, Combermere, Whitchurch, Shropshire, SY13 4AL.