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.
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.
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:
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 :
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.
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:
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).
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.
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.
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 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:
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.
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:
You agree and accept that:
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.
We may terminate your access to the Website or the Contract at any time by giving a written notice to you if 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 firstname.lastname@example.org. 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.
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.
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.
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/
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.
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.
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.
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:
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.
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 email@example.com. We will look into any complaint carefully and promptly and do everything reasonable to try and resolve it.
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.