terms and conditions

These terms and conditions (Terms) set out the terms on which you can access our website at  https://www.veritasnoble.co.uk/  (Website) and engage us to provide our services (Services). In order for us to provide the Services to you, you must accept these Terms. By accessing our Website, you confirm that you accept these Terms and you become legally bound by them.

Please read these terms carefully. These Terms tell you who we are and other important information. They describe how we provide our Services, set out your rights and responsibilities and tell you what to do if there is a problem.

If you do not agree to these Terms, you must not access our Website or engage us to provide our Services.

Please note that we reserve the right to update, change or replace any part of these Terms in our sole discretion. We do this in accordance with clause 11 below.

For information regarding the processing of personal data, please see our Privacy Policy here https://www.veritasnoble.co.uk/privacy-policy/.

Who are we?

We are VN Consultancy Limited, registered in England and Wales with company number 12777025 whose registered address is 5.14 Paintworks Arnos Vale, Bristol, England, BS4 3EH (we / us / our).

If we agree to provide the Services to you, and by doing so, we and you are entering into a contract for the supply and engagement of our Services (Contract).

WE ARE NOT AUTHORISED BY THE FINANCIAL CONDUCT AUTHORITY AND WE DO NOT PROVIDE ANY FINANCIAL ADVICE. YOU AGREE THAT WE PROVIDE OUR SERVICES STRICTLY IN CAPACITY AS A BUSINESS CONSULTANT AND YOU ACCEPT ALL RISKS ASSOCIATED WITH THIS.

  1.     Placing an Order

To engage us to provide our Services, you need to place an order on our Website (Order). The Order constitutes an offer by you to engage us to provide Services described in the Order in accordance with these Terms.

Please check your Order carefully before confirming it. You are responsible for ensuring that your Order is complete and accurate.

By placing an Order, you confirm that you are an individual who is:

  •   at least 18 years old;
  •   legally capable of entering into contracts in your country of residence,

and you consent to us conducting verification and security procedures.

Once you submit your Order, we will contact you and schedule an initial consultation with you. The purpose of the consultation is to discuss our Services and advise you on the potential size and benefit of making claims for tax relief under the schemes noted below :

  •   R&D Tax Relief (R&DTR), under Chapter 1 Part 13 of Corporation Tax Act 2009;
  •   R&D Tax Credits (R&DTC), under Chapter 2 of Part 13 of Corporation Tax Act 2009.

The Order shall only be accepted once we issue a written acceptance of the Order (Order Confirmation), at which point a formal contract between you and us will be created (Contract).

We reserve the right to accept or reject any Order at our discretion. If we are unable to accept your Order, we will notify you as soon as possible.

As with other professional services firms, we are required to verify your identity for the purposes of the UK anti-money laundering legislation before we can accept your Order. You agree to provide us with such information and documentation as we require for these purposes and make searches of appropriate databases including ID verification software.  If you do not agree to this we will not be able to accept your Order and no Contract will be formed between you and us.

  1.     Making a Claim

To enable us to perform the Services, you authorise us to communicate with and make applications to HMRC and relevant authorities on your behalf, and agree to provide us with:

  •   your approved accounts;
  •   full information about your business affairs;
  •   all returns that are made on the basis of full disclosure of all sources of income, charges, allowances and capital transactions;
  •   all information affecting your tax liability for the relevant accounting period;
  •   all information on advances or loans made to directors, shareholders or their associates during an accounting period, and any repayments made or write-offs authorised at the relevant accounting period;
  •   all communications with HMRC and relevant authorities such as HMRC statements of account, copies of notices of assessment and letters;
  •   any other information that we may require to provide the Services to you.

Once we have received the above information from you, have verified your identity and confirmed your Order, we will then refer your Order to R&D specialists who are authorised by the Financial Conduct Authority or licensed by a designated professional body as we are not authorised to give advice on R&DTR or R&DTC.

Once the Order is received by our R&D specialists, they will identify the appropriate office of Her Majesty’s Revenue and Customs (HMRC), prepare and submit the R&DTR or R&DTC claim on your behalf (Claim). If your Claim is approved by HMRC, you will receive a tax benefit, which could include a refund of tax previously paid by you, a reduction in your current corporation tax liability, or the generation or increase in tax losses available to be offset against your tax liability (the total value of all such credits and/or reductions in your tax liability being referred to as the Tax Benefit).

  1.     Price

The price for the Services shall be calculated in accordance with the percentage of the Tax Benefit stated in our Order Confirmation (Price).

The Price is exclusive of VAT (or equivalent sales tax). All disbursements we incur on your behalf and expenses incurred in the course of carrying out Services will be added to our invoice where appropriate.

In some circumstances we may receive commissions and other benefits for referring you to other professionals or in respect of transactions that we arrange for you. Where this happens, we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. The Price will not be reduced by the amount of the commissions or benefits.

  1.     Payment

Once HMRC has made the payment to you the client, we will invoice you for the Price.  

The Price and any disbursements shall be paid in full without any set-off, deduction or withholding, in cleared funds within 5 working days of the date of each invoice to the bank account nominated by us.

Time of paying the Price is of the essence. Where the Price due under the Contract is not paid in full by the due date, we may, without limiting our other rights, charge interest on such sums at 4% a year above the base rate of the Bank of England from time to time in force. The interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment.

  1.     Services

More information on how we perform the Services can be found on our Website. Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.

When providing our Services to you, we agree that:

  •   we will comply with all applicable laws when providing the Services;
  •   we will provide the Services with reasonable care and skill.

We give no warranties and makes no representations in relation to the Services and all warranties whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

Our Services shall be deemed performed once you receive notification from HMRC either of your Tax Benefit, or that you are not entitled to receive a Tax Benefit.

Time of performance of the Services is not of the essence. We will use our reasonable endeavours to meet estimated dates for performance, but any such dates are indicative only.

We will not be liable for any delay in or failure to performance of the Services caused by:

  •   your failure to provide us with adequate instructions for performance of the Services;
  •   your failure to provide accurate or complete information for performance of the Services;
  •   circumstances beyond our reasonable control.

If you believe that we have made an error in the provision of our Services or that the Tax Benefit awarded by HMRC is not correct, you should notify us within 5 working days from performance of the Services or receiving notification of your Tax Benefit.  We will examine your claim of the defective Services or Tax Benefit and may, at our own discretion, re-perform the Services or refund the Price. We will notify you of our decision as soon as reasonably possible.

  1.     Your obligations and restrictions

 

You will inform us as soon as possible once you receive a notification from HMRC about your Tax Benefit, but in any event no later than 48 hours after receiving this notification.

You warrant that you will:

  •   comply with all applicable laws when accessing our Website or using our Services;
  •   provide us with all relevant, complete and accurate information that we might reasonably need to make the Claim;
  •   not use the Services to conduct or engage in any illegal activity, including fraud, terrorism financing or money-laundering;
  •   inform us if you are undertaking business that requires you to be supervised by an appropriate supervisory authority to follow anti-money laundering regulations;
  •   inform us of any material changes in circumstances that could affect your tax liabilities;
  •   not impersonate any other person (living or dead), misrepresent your connection with a person or entity, or provide false, incomplete or otherwise misleading information;
  •   not reproduce, duplicate, copy, sell or exploit any portion of our Website or Services;
  •   not engage in any deceptive, fraudulent or malicious activity, including by launching malware, viruses, and any other type of malicious code that will or may be used in any way that will affect the functionality or operation of our Website;
  •   not post any comment or feedback on our Website that harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability.

You agree and accept that:

  •   our Website is provided on an “as is” basis without any warranties of any kind and you agree that you use our Website at your sole risk;
  •   our Website might not always remain updated, complete, correct or secure, or that access to our Website will be uninterrupted;
  •   our Website may experience cyber-attacks, unexpected surges in activity or operational or technical difficulties that may cause interruptions or delays;
  •   information provided on our Website might not always be accurate, complete or error free and you agree to not rely on such information.

 

  1.     Anti-bribery

Each party shall comply with the Bribery Act 2010 and legislation or guidance published under it including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that all of its personnel, sub-contractors and all others associated with it involved in performing the Contract so comply.

Neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment or advantage or allow any such bribe or improper payment or advantage to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.

You will immediately notify us as soon as you become aware of a breach or possible breach by you of any of the requirements in this clause.

  1.     Termination

We may terminate your access to the Website or the Contract at any time by giving a written notice to you if you:

  •   commit a material breach of these Terms or the Contract and such breach is not remedied within 14 working days of receiving written notice of such breach;
  •   have revoked or modified any consent, licence or authorisation you hold such that you are no longer able to comply with your obligations under the Contract;
  •   stop carrying on all or a significant part of your business;
  •   are unable to pay your debts either within the meaning of section 123 of the Insolvency Act 1986 or if we reasonably believe that to be the case;
  •   become the subject of a company voluntary arrangement under the Insolvency Act 1986;
  •   have a receiver, manager, administrator or administrative receiver appointed over all or any part of your undertaking, assets or income;
  •   have a resolution passed for your winding up;
  •   have a petition presented to any court for your winding up or an application is made for an administration order or freezing order, or any winding-up or administration order is made against you.

If you become aware that any event has occurred, or circumstances exist, which may entitle us to terminate the Contract under this clause, you will immediately notify us in writing.

You can terminate the Contract at any time by giving a written notice to us at info@vertiasnoble.co.uk. If you terminate the Contract after we have accepted your Order, we reserve the right to charge you an early termination charge of £5000 to compensate us for the Services already provided in connection with your Claim. The Charge shall be paid within 30 days of your termination of the Contract.

Termination of the Contract shall not affect any of our accrued rights and liabilities at any time up to the date of termination.

  1.     Events outside either party’s control

Neither party will have any liability under or be deemed to be in breach of these Terms or the Contract for any delays or failures in performance of these Terms or the Contract which result from circumstances beyond its reasonable control. If a party is affected by such circumstances, it must promptly notify the other party in writing and if such circumstances continue for a continuous period of more than 14 days, either party may terminate these Terms or the Contract immediately by written notice to the other party.

  1.   Changes to these Terms

We may amend these Terms at any time. If we amend these Terms, we will publish the updated terms on our Website. You shall be responsible for reviewing and becoming familiar with any such modifications. You waive any right you may have to receive specific notice of such changes.

Your engagement of our Services after any modification to these Terms constitutes your acceptance of these Terms.

  1.   Third Party Sites

We neither own nor control any other third party site, product, or service that you might access, visit, or use for the purpose of accessing our Website or using our Services (Third Party Sites). You understand and agree that your use of any Third Party Sites is subject to any terms of use or privacy policy provided by such Third Party Site and we are not a party to any such agreement.

You should review any terms of use and privacy policy provided by such Third Party Sites and make whatever investigation you feel necessary with any third party. We will not be responsible for the acts or omissions of any Third Party Sites, nor will we be responsible for any damage that you may suffer as a result of your transactions or any other interaction with any Third Party Sites.

  1.   Privacy

We are the data controller for your information and we have specific obligations to you under data protection laws. You can find out more about what information we use, what we use it for and who we share it with in our Privacy Notice, which can be located here https://www.veritasnoble.co.uk/privacy-policy/

  1.   Confidentiality

Communication between us is confidential. Each party shall take all reasonable steps not to disclose the other party’s information except as required in connection with the performance of the Services, where they are required by law, the information is already in a public domain and as set out in our Privacy Notice. Unless a party is authorised by the other party to disclose information on their behalf, this clause shall remain in force for a period of two years after termination of the Contract.

When we subcontract our Services or refer your Order to R&D specialists, they will also be bound by obligations of confidence that are similar to this confidentiality clause.

  1.   Intellectual Property Rights

All intellectual property rights in our Website, Services and any relating materials belongs to us.

You agree that you will not infringe our intellectual property rights or the rights of any third party.

  1.   Indemnity

You agree to indemnify, defend and hold harmless us and our subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and lawyers’ fees arising out of or in any way related to (i) your breach of these Terms or the Contract, (ii) your misuse of our Website or Services, (iii) your violation of applicable laws, rules, regulations or the rights of any third party and (iv) any of your acts or omissions that implicate publicity rights, defamation or invasion of privacy in connection with your use of our Website or Services.

  1.   Liability

We try to keep our Website safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Website.

We (including our parent, subsidiaries, affiliates, directors, agents and employees) shall not be liable to you in contract, tort (including negligence) or otherwise for any business losses, such as (i) loss of data, (ii) loss of profits, (iii) loss of revenue, (iv) loss of production, (v) loss of business or business interuption, (vi) loss of anticipated savings, (vii) loss of interest, (viii) loss of additional tax liabilities, (ix) loss of opportunity, (x) loss of goodwill, (xi) loss of reputation or for any losses which are not reasonably foreseeable by us arising, directly or indirectly from:

  •   your use of or your inability to use our Website or Services;
  •   your use of or your inability to use any Third Party Sites;
  •   results of the Claim made on your behalf or the amount of Tax Benefit received;
  •   concealed, inaccurate, incomplete or misrepresented information provided by you;
  •   delays or disruptions to our Website or Services;
  •   viruses or other malicious software obtained by accessing our Website;
  •   glitches, bugs, errors, or inaccuracies of any kind in our Website or Services;
  •   damage to your hardware device from the use of our Website;
  •   your need to modify practices, content, or behaviour or your loss of or inability to do business as a result of changes to these Terms.

Where we refer you to another firm whom you engage with directly, we accept no responsibility in relation to their work and will not be liable for any loss caused by them.

If, regardless of the previous paragraphs, we are found to be liable, our total liability to you or to any third party in connection with the Contract shall be limited in the aggregate to £10,000].  Our liability in connection with any matter other than in connection with the Contract shall be limited in the aggregate to £100.

Nothing in these Terms or the Contract shall limit or exclude our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from our negligence or the negligence of our agents or employees, or for any other liability that cannot be limited or excluded by law.

  1.   Feedback and Complaints

You may choose to submit comments, bug reports, ideas or other feedback about our Website or Services, including without limitation about how to improve our Services by emailing us. We are free to use such feedback at our discretion and without additional compensation to you and may disclose such feedback to third parties.

We are committed to providing you with high-quality Services that are both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service, please contact at info@vertiasnoble.co.uk. We will look into any complaint carefully and promptly and do everything reasonable to try and resolve it.

  1.   General

No partnership or agency: Nothing in these Terms or the Contract constitutes, or will be deemed to constitute, a partnership between the parties nor make any party the agent of another party.

Entire agreement: These Terms and the Contract constitutes the entire agreement between us supersede any previously issued terms and conditions of engagement or supply. If there is ever a conflict between these Terms, the Contract and the terms of the Order, these Terms shall take precedence.

Assignment: We may assign our rights and/or sub-contract our obligations under these Terms or any Contract. You must not assign your rights or obligations under these Terms or the Contract.

Waiver: Any right or remedy granted to us for breach of these Terms or the Contract will be in addition to all other rights and remedies available to us. If we fail or delay to exercise any right or remedy, or only exercise the same in part, this does not mean that it waives such right or remedy in full in the future.

Severance: If any provision of these Terms or the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these terms will not be affected. If any provision (or part of any provision) would be illegal, invalid or enforceable unless part of the wording was deleted or worded differently, such provision will apply with such deletion or amendment as may be necessary to make it valid or effective.

Notices: Notices under these Terms must be in writing and either sent by first class post to the party’s registered office (or other address notified by it) or by email to the email address notified to each party by the other. Notices will be deemed received, if sent by first class post, on the second working day after posting or, if sent by email, at the time of transmission.

Third party rights: A person who is not a party to these Terms or the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of these Terms or the Contract.

Governing law and jurisdiction: These Terms, the Contract and any dispute or claim arising out of, or in connection with these Terms, the Contract or the subject matter or formation (including non-contractual disputes or claims) of the same will be governed by, and interpreted in accordance with, the laws of England and Wales and the parties agree that that courts of England and Wales will have exclusive to settle such disputes or claims.

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