Terms of Service for Crunch Pro & Crunch Premium Package Clients
These Terms of Service ("the Terms") govern our agreement with you in relation to all Crunch services that you subscribe to and that we agree to supply to you from time to time ("the Services") subject to any additional terms that may be set out in the service descriptions of any Crunch Pro and Crunch Premium Package Services and Add-Ons (as defined in these Terms) as they apply to you. These Terms and the scope of add-on services may be updated from time to time and any changes will be binding on you. You agree Crunch can review these Terms regularly and we are entitled to treat your continued access to or use of the Services as confirmation that you agree to the changes.
YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 14 (LIMITATION OF LIABILITY).
1.1. We are E-Crunch Ltd ("Crunch", "we"). E-Crunch Ltd is a company registered in England and Wales under company number 06014477 and its business and registered address is Telecom House, 125-135 Preston Road, Brighton, East Sussex BN1 6AF.
1.2. These Terms apply to the company or sole trader which has signed up for our services, when you use any of the Services (whether on the basis of a trial or by paid monthly, one off payments or annual subscription) featured on our website https://crunch.co.uk or https://accounts.crunch.co.uk ("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.
1.3. Definitions. In these Terms, the following definitions apply:
Any and all of the other value added services (as detailed in the individual Service Descriptions). The scope and availability of these services is continually updated.
Services offered by affiliated third parties, including: insurance broking; investment and pension advice; and mortgage broking via applications developed independently by the respective affiliated third parties in collaboration with Crunch. Such services may be purchased on the basis of separate contracts with the affiliated third parties who are introduced by Crunch.
A day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
The charges payable by clients for the supply of the Services and, where applicable, the Crunch Packaged Services and Add-Ons (which are payable in addition) in accordance with clause 7.
Has the meaning set out in clause 2.2.
The contract between Crunch and you for the supply of the Services in accordance with these Terms and any Special Terms as set out in any Service Description.
A current subscription to the Services providing access to the Crunch Software for delivery of the Services and enabling subscription to all Services.
Crunch Packaged Services:
Crunch Premium (as detailed in the individual Service Descriptions featured on the Site and as summarised in clause 3.5), other than the Crunch Pro Service accessed via your Crunch Software. Such Crunch Packaged Services and Add-ons may be purchased on the basis of an additional subscription or one off payment governed by these Terms and the Special Terms.
The Crunch proprietary software developed and/or licensed by Crunch to provide the functionality for the Services for Clients with a Crunch Account.
Crunch Pro Service:
The Pro accountancy package provided by Crunch as more particularly described in clause 3.4, including access to the Crunch Software, support and general accountancy guidance in relation to the same.
Reasonable and proportionate use of the Services including any support provided by us when compared against other service users. Crunch shall be entitled to determine what "Fair Usage" is based on the individual circumstances.
In relation to Crunch 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:
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 forms of protection which subsist or will subsist now or in the future in any part of the World.
The individual service descriptions for the Crunch Packaged Services and Add-Ons and the Affiliate Services as featured on the Site 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.
Any and all of the Crunch Pro Service and the Crunch Premium Service and any Add-Ons
Any specific terms applicable to the Crunch Packaged Services and Add-Ons, or the Affiliate Services, which are effectively incorporated into the Contract and shall be binding to you by express reference in the relevant Service Descriptions. In the event of a conflict between these Special Terms and the Terms, the Terms shall prevail.
These Terms as amended from time to time.
Shall comprise all written communication between Crunch and its Clients, that is delivered between the parties by (i) personal delivery, (ii) a nationally-recognised, next-day courier service, (iii) first-class registered or recorded mail with postage prepaid, (iv) fax, or (v) electronic mail. The communication will be delivered either to Crunch's registered address or to your address as recorded by Crunch or the fax number or email address provided by each party to the other from time to time.
1.4. Construction. In these Terms, the following rules apply:
1.4.1. A Person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4.2. A reference to a party includes its personal representatives, successors or permitted assigns.
1.4.3. 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 that statute or statutory provision, as amended or re-enacted.
1.4.4. 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.
1.4.5. A reference to writing or written includes faxes, letters, emails and communication generated by Crunch's systems applications.
To become a Crunch client you must agree to these Terms of Service. They set out the legal agreement between you (the Client) and us (Crunch). These Terms are updated from time to time and by continuing to use the Service you agree to these changes.
2. FORMATION OF CONTRACT
2.1. Your application for a Crunch Account constitutes an offer by you to purchase the Services in accordance with these terms.
2.2. Your application shall only be deemed to be accepted when we issue written acceptance of the application by way of a Welcome email containing login details, at which point and on which date the Contract shall come into existence (Commencement Date). By applying for a Crunch Account to be created, you warrant that you are authorised to enter into the Contract.
2.3. We reserve the right, at our discretion, not to accept an application for a Crunch Account. The reasons may include but not be 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.
2.4. 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. With your consent, Crunch can refer you to one of our Accountancy Partners who may be able to assist your business further.
2.5. The Private Limited Company Services cater for companies with up to a maximum of:
- (i) Two (2) Directors in the case of the Crunch Pro Package
- (ii) Four (4) Shareholders; and
- (iii) Fifteen (15) employees (inclusive of Directors). Additional fees will apply.
2.6. Private limited companies with Directors and/or Shareholders who live outside of the UK 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 Crunch.
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.
Before you register we’ll perform identity checks and make sure your business is appropriate for Crunch. If we’re unable to verify your identity or your business is, or becomes, unsuitable for Crunch, you may not be able to be a Crunch client.
If you're moving from another accountant we'll need to contact them to get professional clearance and to arrange for the transfer of your records. You'll need to give us consent to do so.
If your trading activity or organisational structure is, or becomes, unsuitable for the Crunch service, with your consent, we can refer you to one of our Accountancy Partners to assist your business further.
3. THE SERVICES
3.1. Crunch shall supply the Services to you in accordance with these Terms in all material respects. Crunch 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 of the Services, and we shall notify you in any such event.
3.2. What is not included
3.2.1. The Services are not a comprehensive compliance support programme. The scope of the Services is limited to providing accountancy, tax and bookkeeping services of a general nature as detailed below.
3.2.2. The Services do not guarantee that your limited company is compliant with all rules and regulations imposed by law or regulatory authorities as particular rules and regulations may apply in your industry sector.
3.2.3. You may therefore need to take specialist advice based on your company's industry type and particular needs and activities. If we identify such areas in performing Services, we will use reasonable endeavours to draw these areas to your attention so that you can decide whether or not to take specialist advice. However, you acknowledge that we do not guarantee that we will necessarily identify all such specialist areas, even if we are aware of your company's industry type and particular needs and activities.
3.2.4. Crunch will not be liable for failing to identify any requirement you may have for specialist advice nor for any decision you make not to seek specialist advice on a specific matter we do draw to your attention.
3.2.5. The Services do not cover the maintenance or administration of bank accounts in a foreign currency. If your business operates a foreign bank account, or uses a credit card in a foreign currency, you will need to use the Crunch Fixed Price Monthly Bookkeeping service. The service is only available on a 12 month contract for the following currencies: Euro, US Dollar, Australian Dollar or Canadian Dollar. Otherwise, only UK sterling bank accounts are accepted by the Services.
3.2.6. Crunch warrants to you that the Services will be provided using reasonable care and skill.
3.2.7. In providing general accountancy services, as part of the Services, we delegate certain tasks or subcontract part or all of the contractual performance to: Crunch Accounting Ltd; or, at our sole discretion, another Group Company; or to suitably qualified third parties. In all cases and at all times, Crunch shall retain responsibility to you for the performance of the Services.
3.3. Accountancy for Limited Companies
Crunch provides two packaged services: Pro and Premium for the accounting years in which you are subscribed to the services.
3.4. The service: The Pro Package includes the following:
3.4.1. Access to Crunch accounting software(s)
3.4.2. Private Limited Company Year End Accounts
184.108.40.206. Preparing your company's year-end accounts.
220.127.116.11. Preparing your annual abbreviated accounts, in accordance with relevant regulations (FRS 105 – The Financial Reporting Standard applicable to the Micro-Entities Regime), for your approval and online submission to Companies House.
3.4.3. Corporation Tax
18.104.22.168. Completing a CT600 and tax computation based upon the annual accounts.
22.214.171.124. Presenting the CT600 for your approval and online submission to HMRC.
126.96.36.199. Dealing with routine HMRC correspondence. Please note that this does not include an HMRC enquiry, full (which checks the tax return as a whole), or aspect (which checks information on one or more specific points).
3.4.4. Paying Yourself and Your Fellow Directors
188.8.131.52. Registering your PAYE Scheme, in accordance with your instructions, in circumstances where this has not been done, or for new Private Limited Companies.
184.108.40.206. Calculating salaries based on drawings up to the relevant annual National Insurance primary threshold for all directors (this may be the primary threshold or the secondary threshold as appropriate to the relevant tax year). If a salary above the National Insurance threshold is desired, additional charges will apply. See clause 220.127.116.11 for add-on services.
18.104.22.168. Producing Directors' pay-slips.
22.214.171.124. Based on the information and data that you upload to the Software or otherwise provide to us, creating monthly Real Time Information ("RTI") payroll runs for online submission to HMRC.
126.96.36.199. Providing general advice on PAYE, NI and tax coding for all directors.
188.8.131.52. Calculating Statutory Sick Pay ("SSP"), Statutory Maternity Pay ("SMP"), Statutory Paternity Pay ("SPP") and other statutory payments or deductions. Additional fees will apply for calculations, applications and submissions of advance funding requests for Statutory Maternity Pay to HMRC.
184.108.40.206. Based on the information and data that you upload to the Software or otherwise provide to us, preparing your annual PAYE Final Payment Submission ("FPS") for approval and online submission to HMRC.
220.127.116.11. Producing a form P60 for all directors .
18.104.22.168. Preparing forms P11D and P11Db for all directors and relevant employees for approval and online submission to HMRC.
22.214.171.124. Dealing with routine HMRC Corporation Tax correspondence relating to your business (please note that this does not include handling an HMRC enquiry, full or aspect).
126.96.36.199. Companies operating under the Construction Industry Scheme (CIS) must be on the Crunch Premium package and will be charged additional fees for monthly CIS payroll filings.
188.8.131.52. Subject to additional charges if joining towards the end of the tax year. We will notify you of these changes at the time.
184.108.40.206. Producing dividend vouchers and related company minutes. Directors are solely responsible for determining the amount of dividends to be taken from the limited company and when they are paid
220.127.116.11. All VAT registered limited companies must file VAT returns in accordance with the Government's Making Tax Digital for VAT regime.
18.104.22.168. All VAT returns must be filed using Crunch software.
22.214.171.124. Completing cash accounting VAT calculations (standard and flat rate VAT schemes only).
126.96.36.199. Based on the information and data that you upload to the Software or otherwise provide to us, calculating quarterly VAT returns, for VAT-registered companies.
188.8.131.52. Presenting returns for your approval and online submission to HMRC.
184.108.40.206. In accordance with your instructions, notifying HMRC of any changes to your VAT registration excluding any business or residential address changes.
220.127.116.11. Dealing with routine HMRC VAT correspondence (please note that this does not include handling an HMRC enquiry, full or aspect).
18.104.22.168. Acting as Agent for online VAT filing with HMRC, but not for VAT inspections.
3.4.7. Companies House
22.214.171.124. Processing required changes to officer and company information.
126.96.36.199. Providing use of the Crunch registered office address as your company's registered office address.
188.8.131.52. Preparing and submitting your company's Annual Confirmation Statement. Please note that filing fees may be payable depending on which Packaged Service you are subscribed to. Any fees due are payable when the Statement is filed.
184.108.40.206. Preparing and submitting the Persons with Significant Control Register for new Private Limited Companies and processing required changes for existing Private Limited Companies.
220.127.116.11. Dealing with routine HMRC and Companies House correspondence.
3.5. The service: The Crunch Premium Package includes:
3.5.1. The Pro Package (see section 3.4 above), and in addition:
18.104.22.168. Enhanced service levels
22.214.171.124. In-account chat with your team of Client Managers
126.96.36.199. Free annual Confirmation statement filing
188.8.131.52. Service office address and forwarding (for the purpose of disguising residential addresses and forwarding company mail from HMRC or Companies House purposes only) provided by Hoxton Mix
184.108.40.206. Self-Assessment preparation and filing for up to two directors per tax year – for 'Simple' or 'Complicated' Self-Assessments as defined by Crunch. Additional fees will apply for any "Overdue" Self Assessment and a one off set fee may apply for "Exceptional" returns as defined by Crunch. Additional charges will apply for express services
220.127.116.11. One time access to our fully online IR35 assignment risk assessment and online report. Accountant review of the contract associated with the assignment and IR35 employment status report
18.104.22.168. One free Accountancy health-check per year
22.214.171.124. Unlimited use of Receipt scanning app
126.96.36.199. Unlimited use of business mileage app
188.8.131.52. Discount on Mortgage service
184.108.40.206. Two financial references per year (only redeemable for Lettings or Mortgage references. Additional charges will apply for express services).
220.127.116.11. Directors Payroll and activation of IR35 Payroll functionality in your Crunch account
18.104.22.168 Monthly pay through monthly timesheets for Umbrella services referred to Parasol Group (see Partners in section 10). Additional fees may apply for weekly timesheets.
3.6. Add on Services
Some of the Add On Services supplied by Crunch are listed below. The scope and availability of Add On services changes continuously so you must confirm with us before deciding to purchase Add-Ons as we may not be able to provide you with the particular Add-On service. Where payment is required these Services are paid for separately, if not included within package subscription.
3.6.1. Joining Crunch
22.214.171.124.1. Preparation of financial statements for a company for period(s) prior to Crunch's appointment as its accountant.
126.96.36.199. Pre-Crunch Service
3.6.2. During Subscription
188.8.131.52. Accountancy & Tax Health-check
184.108.40.206.1. A Healthcheck of your company's accounts for a full company financial period is designed to:
220.127.116.11.2. Provide guidance on helping to improve your company's financial performance
18.104.22.168.3. Assist with any changes in regulations and the impact on your business
22.214.171.124.4. Assist you in understanding the changing needs of your business
126.96.36.199.1. Preparation and maintenance of books of account for Limited companies. Crunch offers both monthly and one-off bookkeeping services
188.8.131.52.2 Any non-sterling business bank accounts must take up the Fixed Price Monthly Bookkeeping service for the full duration of the bank account being open
184.108.40.206.3 Services for bookkeeping are either Monthly or one-off for a set period of time which must be confirmed before any quotes for the service are provided.
220.127.116.11.4 Express services for one-off bookkeeping are available but may be subject to acceptance at quote stage
18.104.22.168. Earlier Year Corrections (EYC)
22.214.171.124.1. Correction of PAYE submissions and refiling to HMRC
126.96.36.199. Employment Related Securities return (ERS return)
188.8.131.52.1. General advice on, preparation and submission to HMRC of an ERS Return where shares are acquired as a result of employment by the company issuing the shares.
184.108.40.206.2. Application to HMRC for, and operational management of Statutory Maternity Pay, Ordinary Statutory Paternity Pay, Statutory Adoption Pay or Shared Parental Pay.
220.127.116.11. IR35 (Express service available)
18.104.22.168.1. One time access to our fully online IR35 assignment risk assessment and online report.
22.214.171.124.2 Accountant review of the contract associated with the assignment assessed using one time access to our fully online IR35 risk assessment and IR35 employment status report
126.96.36.199. Payroll (Regular and CIS)
188.8.131.52.1. Provision of payroll services to companies with up to 15 employees (inclusive of directors).
184.108.40.206. Pension Auto-Enrolment
220.127.116.11.1. Auto-enrolment of employees into your company's pension scheme.
18.104.22.168. References (Lettings)
22.214.171.124.1. Provision of accountants' reference in order to secure rented premises.
126.96.36.199. References (Mortgage)
188.8.131.52.1. Provision of accountants' reference in order to secure a mortgage.
184.108.40.206. References (Other)
220.127.116.11.1. Provision of accountants' reference for any other reason.
18.104.22.168. References (Visa)
22.214.171.124.1. Provision of accountants' reference in order to secure a visa.
126.96.36.199. Self-Assessment (Ltd Directors)
188.8.131.52.1. Preparation of Self-Assessment Income Tax Return for company directors or shareholders and submit to HMRC.
184.108.40.206.1. Parasol Group (see partners in section 10) will engage you (the worker) on a contract of service on terms agreed with you, the worker. You will need to have found an assignment with a Hirer using an Employment Agency before using the Umbrella service. Parasol Group will agree separate terms with the Employment Agency covering each assignment.
220.127.116.11. Snap App
18.104.22.168.1. Automatic Processing of expense receipts into your Crunch Software.
22.214.171.124.1. Registration of car mileage expenses, which are then posted to your Crunch software.
3.6.4 Bank Feeds
126.96.36.199. Cater Allen Private Bank
188.8.131.52.1. An automated feed of transactions from your Cater Allen Private Bank account into your Crunch software.
184.108.40.206. Metro Bank
220.127.116.11.1. An automated feed of transactions form your Metro Bank account into your Crunch software.
18.104.22.168. Bank Feed Service
22.214.171.124.1. An automated feed of transactions using Open Banking. Crunch provides this service through a third party (Truelayer Limited) and their terms and conditions will apply. You can view the banks supported here.
3.6.5. Non trading
126.96.36.199. Dormancy Service
188.8.131.52.1 Preparation of financial statements for a company during a period of dormancy/non-trading.
184.108.40.206. Closing Service
220.127.116.11.1. Closing of schemes and references with HMRC such as PAYE and VAT, preparing final closing company accounts and dissolution with Companies House.
Sometimes we will introduce features, change existing features, or have to change our service to comply with the law (e.g. altering tax rates). We will always tell you about changes.
Crunch provides three packages - Pro and Premium, we also offer a Small Business package with separate terms.
The Crunch Pro package includes the following:
- Access to our online accounting software
- Preparation and filing of Year End Accounts
- Preparation and filing of Corporation Tax returns
- PAYE scheme formation and RTI payroll filings (for up to two directors, taking up to the National Insurance primary threshold)
- Production of dividend vouchers
- VAT registration (if applicable) and filing quarterly returns to HMRC in line with Making Tax Digital rules
- Use of Crunch as registered office address
- Preparation and filing of Annual Confirmation Statement
- Assistance with penalty appeals (unless penalties result from inaction on your part)
- Foreign currency bank accounts, subject to take up of ongoing monthly bookkeeping
- Unlimited Open Banking Feeds - weekly import of all transactions from your business bank account directly into Crunch (available for many High Street and online banks)
The services are limited to providing accountancy, tax and bookkeeping services of a general nature and you may need to take specialist advice based on your company's industry type or particular needs. The services are based on the information and data that you upload to the Crunch Software or otherwise provide us.
The Crunch Premium package includes everything listed above, as well as:
- Quicker response times
- One Accountancy Healthcheck per year
- In-account chat - to access your client managers during normal office hours
- Unlimited use of Receipt scanning app
- Director Service Address for HMRC and Companies House only
- Filing annual Self Assessment Returns for up to two directors per year (additional charges will apply for overdue Self Assessments)
- Two mortgage or rental references per year (additional charges will apply for express services)
- One standard IR35 review (additional charges apply to the Express service)
- Director or IR35 Payroll included
- Additional discount on mortgage broker fees if you use our Crunch Mortgage services
- Discounted fees on Business Insurance products through Crunch
For more information on Crunch Premium, please see the additional Service Description and Special Terms.
We can also provide add-on services - more details and charges are available on request. Charges may apply, if not included within your package. These include:
- Pre-Crunch accounts - preparing your accounts for the period before you join us
- Accountancy Healthcheck to get expert advice on improving your company's growth and tax-efficiency.
- Bankbolt - an automatic bank feed from your bank account (available for, Metro Bank and Cater Allen business bank account holders)
- Dormancy service
- Earlier Year Corrections (EYC) - correction of PAYE submissions and refiling to HMRC
- Bookkeeping service, either a one-off service to bring you up-to-date, or a regular monthly service to save you time
- A Express bookkeeping service
- Filing Employment Related Securities (ERS) Return to HMRC
- IR35 Review (Basic, Enhanced and Express)
- Payroll - for up to 15 employees including Directors, IR35 and CIS
- Pension Auto Enrolment, scheme set up and monthly deductions for employees
- References - for Mortgages, Lettings, Visas etc
- Self Assessment Returns for Directors (and Shareholders too)
- Snap - to capture your expense receipts using a photo and feed directly to your accounts
- TripCatcher - to calculate, record and upload your mileage expenses
We may subcontract basic tasks to third parties.
4. ACCOUNTANCY ADVICE
4.1. Your Crunch Account allows for the provision of general accountancy advice only and this is restricted to the private limited company which subscribes to Crunch. For specific matters relating to issues, such as IR35 and VAT compliance, broad advice will be offered and additional services recommended. Crunch recommends that you seek specialist advice on specific matters either by expanding your Crunch Account to include additional services or by seeking advice from an alternative source.
4.2. Crunch Accounting Ltd is a firm of Chartered Certified Accountants and, in providing advice, observes the bye-laws, regulations and ethical guidelines of the Association of Chartered Certified Accountants (ACCA). 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.
We can only provide advice of a general nature for the limited company registered for our services. We can provide advice on many subjects, but sometimes, with your consent, we may refer you to a third party to make sure you get the best support.
We observe the by-laws, regulations and ethical guidelines of the Association of Chartered Certified Accountants (ACCA).
5. CLIENT'S OBLIGATIONS
5.1. Co-operate with Crunch in all matters relating to the Services including complying with any and all reasonable instructions provided by Crunch in relation to the same. If you decide not to comply with any instructions provided by Crunch, we accept no responsibility for any decisions you make or decide not to make;
5.2. Provide Crunch with such information and documentation as Crunch may reasonably require in order to supply the Services, and ensuring that this is accurate in all material respects;
5.3. Ensure that Crunch has complete and accurate information and keep your Crunch Software 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;
5.4. Ensure all accounts held with Crunch have unique email addresses that are active and accepting of Crunch emails (i.e. if you hold multiple accounts, each must have a different email to the rest);
5.5. Keep your Crunch Software updated with all trading transactions, including, but not limited to: entering all invoices and expenses; recording all withdrawals and payments; reconciling your Crunch Software to your relevant bank and credit card statements on a regular basis; filing your VAT returns (if you are registered); and filing RTI submissions through your Crunch Software, when required;
5.6. If your company is VAT Registered, you must create an HMRC Business Tax Account, add VAT service to that account, enrol for Making Tax Digital (MTD) and authorise Crunch to act as the online filing agent.
5.7. Advise us accordingly, if it is confirmed that your business activities are within the scope of IR35. If this is the case, you will then be required to take up the paid for Crunch IR35 Payroll service so that we can prepare the appropriate "deemed payment" calculations. It is your responsibility to request an assessment of your employment status for IR35 if you consider these to be required and, dependent on the level of service you selected, additional charges may apply. We will treat you in accordance with your instructions for the purposes of IR35. You must inform us immediately if your IR35 status changes and we will require a new instruction.
5.8. Ensure that the Services are not abused or used for any immoral or illegal purpose or in any way that would bring Crunch into disrepute;
5.9. For the purposes of Employment Intermediary Reporting, advise us if you are an agency or intermediary that supplies the services of individuals to a client, provide more than one worker's services to one or more clients because of your contract with those clients, or make one or more payments for the services provided to clients (including payments to third parties). Crunch is not responsible for any Employment Intermediary Reporting your company is required to make to HMRC.
5.10. You must also advise us if your business secures investment from outside sources or if your business takes on a loan, credit or other guarantee. If such circumstances exist you authorise Crunch to contact the provider of such investors, loans, credit arrangements and guarantees.
5.11. Open at least one pound sterling business account, with a UK-based bank, through which your company can process business transactions. The Services do not cover bank accounts in a foreign currency (unless taking up the additional service for Crunch Fixed Price Monthly Bookkeeping);
5.12. Ensure that your Crunch Software is fully updated and reconciled at least 16 weeks before the financial accounts filing deadline. Your software must be fully reconciled by the end of the fifth month after the accounting period ends ('year-end');
5.13. Crunch will not be held responsible for any fines, surcharges or penalties incurred in the event that you do not comply with clause 5;
5.14. Ensure that you approve your financial accounts at least five business days before the accounts filing deadline;
5.15. Ensure that the data in your RTI payroll submissions are correct and that the submissions from the Crunch accounting software are made on time. Failure to do this may lead to automatic penalties, surcharges and/or interest charged by HMRC. Employers cannot delegate this legal responsibility to others;
5.16. Ensure that you meet filing deadlines for your Annual Confirmation Statement (including your Persons with Significant Control Register). You will be notified of these filing deadlines in advance by email, SMS (to UK mobile numbers only) or via messages in your Crunch Software. We cannot be held responsible for any late filing fees or penalties caused once notification has been sent;
5.17. Ensure that you have a currently active Crunch Account in order to file any company returns, this includes PAYE Full Payment Submission ("FPS") and P11D, which requires filing at specific times in the calendar year. If you choose to leave the Service before these filings are due, and have not made specific arrangements with Crunch, you will need to file your company's PAYE end of year filings;
5.18. Remain solely and fully responsible for any breach of your obligations under these Terms and the consequences of any such breach, expressly acknowledging that Crunch has no responsibility to you or to any third party for such breaches or the consequences of such breaches and that you shall indemnify Crunch in relation to the same in accordance with clause 14.8; and
5.19. Notify Crunch of an intention to cancel your Crunch Account at least 30 days before the next related direct debit payment is due to be processed.
You shall not:
5.20. Give any illegal or improper bribe, kickback, payment, gift, or thing of value to any Crunch employees or agents in connection with the Services;
5.21. 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);
5.22. 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 Crunch Software, hardware or telecommunications equipment of Crunch, its users or affiliates; or
5.23. Reproduce, copy, sell, trade or resell all or any part of the Services for any purpose.
5.24. If Crunch's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation ("Client Default"):
5.24.1 Crunch shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until you remedy 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 Crunch's performance of any of its obligations;
5.24.2 Crunch shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Crunch's failure or delay to perform any of its obligations as set out in this clause 5; and
5.24.3 The client shall reimburse Crunch on written demand for any costs or losses sustained or incurred by Crunch arising directly or indirectly from the Client Default.
5.25. The accuracy and completeness of the data entered into the Crunch Software, 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.
5.26. If you have accounts from previous years that have not yet been finalised, we will not have opening balances from these periods. Consequently, your Crunch Software will not truly and accurately reflect your current financial status until we have this information.
5.27. If you start to use the Services midway through your current trading period you must enter any trading activities and related transactions already undertaken, including associated data into your Crunch Software. You are entirely responsible for entering this information and for its accuracy. You acknowledge that if you start using the Services midway through your current trading period you may be required to purchase additional bookkeeping services.
5.28. Crunch will start providing its services for the financial year in which the company's 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 Crunch as an additional service. See the "Pre Crunch" service in clause 18.104.22.168 Add-on Services.
5.29. If your previous year's accounts have not been filed, and opening balances are not entered into the Crunch Software by the time your first year end Accounts are due to be filed by Crunch, they will not be able to be filed. Any fines or penalties resulting from this will not be the responsibility of Crunch.
5.30. Company directors are wholly responsible for the registration, completion and filing of their own annual Self-Assessment Tax returns. Crunch can assist with this and offers a separate, paid for Personal Tax service for tax registration and for the completion and filing of returns – see clause 22.214.171.124.
5.31. You have a legal responsibility to retain documents and records relevant to your tax affairs. During the course of our work, we may collect information from you and others relevant to your tax affairs. We will return any original documents to you, if requested. Documents and records relevant to your tax affairs are required by law to be retained by individuals and companies. 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 or retention of any specific documents for a longer period.
5.32. For the avoidance of doubt you are solely responsible for all tax liabilities, interest, penalties and the costs of defending your status regardless of the outcome of an IR35 employment status assessment and/or the subsequent status determined by a tribunal or other hearing.
5.33. Crunch may terminate the Contract without liablity if you breach any of your obligations stated in this clause 5. In the event Crunch exrcises its right to terminate under this clause, Crunch shall provide you with up to one month's written notice.
A good relationship between us and you is key to making sure you get the best service possible. As a Crunch client you agree to:
- Work with us in providing the services and respond to our requests
- Provide us with all the information we need in a timely manner
- Provide a unique (different) email address for each Crunch account you hold
- Make sure we're always notified of changes to your company, including address and director and shareholder changes
- Create an HMRC Business Tax Account, enrol for Making Tax Digital and authorise Crunch to act as the online filing agent
- Keep your accounts and regulatory filings up to date through our online accounting software
- Advise us if you are inside IR35
- Open a business bank account for your company
- If your company is VAT registered, create an HMRC Business Tax Account and enrol for Making Tax Digital (MTD)
- Ensure that your accounting records are fully up to date and reconciled in your Crunch account at least 16 weeks before the annual filing deadline date.
- If you wish to cancel your subscription to Crunch, notify us at least one month before your next payment is due.
You must not:
- Use our services for anything illegal
- Try to hack or compromise our services
- Do anything to disrupt services for other clients
- Copy or resell any part of our service
- Give anything of value to our employees in connection with our services
If you prevent us from delivering our service (through inaction or wrongful action):
- We may cancel your subscription
- You will be liable for any losses
Ultimately you, as the director of your company, are responsible for its administration and the accuracy and completeness of the data you give us. We will assist you as best we can, but we are a service provider and not responsible for tax liabilities, interest, penalties, other costs or losses.
6. ACCESS, SECURITY AND DATA PROTECTION
6.1. You will not be able to use the Crunch Software and use the Services without a username, password and memorable word.
6.2. You are ultimately responsible for administering and safeguarding any passwords and memorable words created to control access to and your use of your Crunch Software. Please keep any password issued to you secure. If you choose to give another party access to your Crunch Software, you do so at your own risk and you shall remain liable to Crunch for complying with these Terms for the use of the Crunch Software and the Services and you shall indemnify Crunch in relation to any loss, damage or claim that may be suffered, incurred or brought as a result.
6.3. Crunch staff do not have access to any Client passwords. Memorable words can only be accessed by authorised Crunch employees. Read only access to your Crunch Software is available to specific staff members but is strictly controlled by passwords and IP address restrictions. The use of this access is for assisting you with your Crunch Software and for offering other support, as necessary.
6.4. Crunch do not have editing access to your Crunch accounting records without your authentication and permission, save that accountants will access your Crunch accounting records to make necessary adjustments. Additionally, Crunch staff will have full access to your Crunch accounting records, with your authority, to undertake the Bookkeeping Service. This access would be sought in exceptional circumstances and would not involve you having to reveal any of your login details.
6.5. You and we are separate Controllers for the purposes of the General Data Protection Regulation (Regulation (EU) 2016/679) and the Data Protection Act 2018 and each of us 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 warrant that any disclosure of Personal Data to us complies with Data Protection Law including that you have obtained any consents required and out appropriate notices in place.
To use Crunch you must log in with a username, password, and memorable word. We do not have access to passwords and memorable words. Account security is your responsibility, so please keep this information safe!
In cases where we need to access your account, we’re able to do so securely and we’ll ask your permission, except that accountants may access your accounting records to make necessary adjustments.
All correspondence from HMRC and Companies House is scanned and securely disposed.
All transfers of your data between users and our systems is encrypted and processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679) and the Data Protection Act 2018.
7. CHARGES AND PAYMENT
7.1. Your subscription – Charges and Payment Terms: Subscription Charges for use of the Services are payable monthly, or annually in advance. The subscription rates are posted on our website and we may vary these from time to time. Prices on our website are quoted in UK £ sterling and exclude VAT, which is also payable. You will be notified of any changes to our current price plan. It is a requirement that all Clients agree to set up a direct debit in favour of Crunch for payment of monthly subscription fees.
7.2. Additional Charges are payable for Add-Ons which fall outside of the scope of the Services and the amounts payable shall be posted on our website from time to time. The current rate shall be notified to you in advance of subscribing to the Add-Ons. You can view and request a selection of our add-on services through your Crunch Account. If you require a specific additional service, please ask your Client Managers for details. Crunch only accepts payments for additional services via secure payment links approved by us.
7.3. You 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). Crunch 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 Crunch to the Client.
7.4. All amounts payable by you 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 Crunch to you, you shall, on receipt of a valid VAT invoice from Crunch, pay to Crunch 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 fee will 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 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 choose to cancel your Crunch Account before the end of the year for which you have paid.
7.8. Once any company return has been filed, Crunch cannot be held responsible or accountable for any omissions in your accounts. Any changes required after submissions do not fall within the Crunch subscription fee and will be charged separately.
7.9. We 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 paid and we may close your Crunch Account permanently.
7.10. You 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 you stop trading through your limited company and require Crunch Dormancy services you will be required to make payment under your normal subscription price until your obligations have been fulfilled in your Crunch Account for the trading annual accounting period. Once these have been fulfilled, your Direct Debit will reduce to te Dormancy subscription fee.
7.12. If you stop trading through your limited company and require Crunch to close the company for you, you will be required to make payment under your normal subscription price until your obligations have been fulfilled in your Crunch Account for the trading annual accounting period. Once these have been fulfilled, your Direct Debit will be stopped and no further subscription fees will be taken.
7.13. If the Client fails to make any payment due to Crunch 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. Currently, this is a rate of 8 per cent per annum above the Bank of England's base rate from time-to-time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
7.14. 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.
7.15. We reserve the right to increase our Charges on an annual basis, typically in April by an amount up to or equal to the Retail Price Index (RPI). "All Items" are published that year by the Office of National Statistics.
You must pay your subscription by Direct Debit. We reserve the right to increase our Charges on an annual basis, typically in April, by an amount up to or equal to the Retail Price Index (RPI) ”All Items” rate.
The services rely on continuous payment of your subscription fees.
You will always be notified of the cost in advance for add-on services which are not included in your monthly subscription.
A setup fee is charged when you first become a client. This will vary depending on your circumstances.
All our quoted prices exclude VAT.
Additional charge are payable for Add-On services (see section 3)
If you stop paying our fees, we may stop delivering our service, and may charge you interest on any overdue amounts. We will always try to work with you to remedy the situation before taking any action.
If you stop trading, and move to the Dormancy service or we close the business on your business's behalf, subscription payments must be made until the trading year's accounts are in production.
8. RETURNING CLIENTS
8.1. If you are re-engaging Crunch in the same accounting year in which you left the Service, we would normally re-enable your previous Crunch account and software 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 version of the Crunch Software. This new version of the Crunch Software 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 Crunch.
8.2. If you have been through an accounting year-end since leaving Crunch we must create a new version of the Crunch Software for you. No previous accounting periods will be visible in your Crunch account.
8.3. A new set up fee will 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 Crunch Software.
8.4. If we are enabling the same Crunch Software, we will ask you to make up any missing monthly subscription fees for the period you have not used the Crunch Software.
8.5. In order for us to comply with the the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, 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 check before allowing you use of the Services again.
If you leave our services and return in the same year, we'll normally re-activate your account. If you have finished your accounting year we'll open a new account for you. You will not be able to see any previous years' accounts in the new account.
We'll need to re-verify your identity before re-engaging you as a client.
9. CLIENT REFERRAL SCHEME
9.1. In order to participate in the Crunch Refer a Friend Scheme, any eligible referee must make the identity of their referrer known during the sign-up process (either through automated tracking on our website, manually entering the Client Referral Code during registration, or by notifying an Adviser during sign-up). Once sign-up is complete and a Client's account is active, the referral code cannot be attributed to them, so a referral pay-out will not be possible. Otherwise, referral pay-outs will commence after the referee's Crunch Account has been enabled for a period of at least one month.
You're able to earn rewards for referring new clients to us. We can only process referrals if we're made aware of the referral during the referred client's registration.
10. PARTNER SERVICES
10.1. Crunch has a number of partners that can provide a range of services to you. In some circumstances, we may be able to offer you, or facilitate, special terms or discount fees and rates when accessing those partner services. We reserve the right to vary, amend or withdraw any special term, discount or rate at any time.
10.2. Separate terms may also apply for these services. Information relating to these partners and services can be found here.
10.3. We make any referral with best intentions but we will not be held liable for the performance of that third party. In some circumstances we may receive a fee or commission for the referral.
Crunch has a number of partners that can provide a range of services to you. With your permission, Crunch will refer you to them and we may receive commission if you take up their service.
Information relating to these partners and services can be found here.
11. INTELLECTUAL PROPERTY RIGHTS AND CRUNCH SOFTWARE LICENCE
11.1. You acknowledge and agree that all Intellectual Property Rights existing or arising in any materials, know-how, specifications, inventions, processes, software, applications, data or information supplied by Crunch under or in connection with the Services shall at all times belong to and remain vested in Crunch 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 you. For the avoidance of doubt, Crunch boxed graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Crunch 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.
11.2. In accessing your Crunch Software and the Services, you are entitled to use the Crunch Software for as long as you are subscribed to the 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.
11.3. You acknowledge that, in respect of any third party Intellectual Property Rights (which may be a feature of any Crunch Package Services and Add-Ons or otherwise), your use of any such Intellectual Property Rights is conditional on Crunch obtaining a written licence from the relevant licensor on such terms as will entitle Crunch to license such rights to you. 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.
11.4. You shall not:
11.4.1. Remove or alter the conditions of use, any copyright notices and other identification disclaimers as they may appear on the website, or in any print format; or
11.4.2. Provide any content by electronic means to any person other than an authorised user; or
11.4.3. Alter or change any part of the content.
Intellectual property includes copyright (e.g. our software and website) and trademarks (our name and logo). While using our service you have access to our intellectual property and that of our partners – nothing in this agreement affects their ownership.
You may not use this intellectual property in any way which would infringe the owner's rights.
12.1. 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 12 shall survive termination of the Contract.
You may sometimes receive confidential information from us while we look after your accounts. You agree not to disclose this information to anyone else, unless it is needed to help us deliver our services.
13. ANTI-MONEY LAUNDERING AND OTHER REGULATIONS
13.1. Crunch must comply with The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002 and the Terrorism Act 2000. Crunch Accounting Ltd also observes the bye-laws, regulations and ethical guidelines of the ACCA with respect to anti-money laundering regulations. This compliance requires us to carry out identity verification checks before allowing the use of the Services and when purchasing any add-on services. Crunch must carry out identity verification checks on an ongoing basis during the term of our Contract with you. 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.
13.2. If we cannot adequately confirm your identity in accordance with the Regulations described in 13.1, we reserve the right to refuse your use of the Services.
13.3. Crunch do not require the users permission to complete any identity verification checks in advance and may be completed on a frequent basis
13.4. We have a duty under Section 330 of the Proceeds of Crime Act 2002 to report to the National Crime Agency if we know, or have reasonable cause to suspect, that you or anyone connected with your business are or have been involved in money laundering. Failure on our part to make a report where we have knowledge, or reasonable grounds for suspicion would constitute a criminal offence. We are obliged by law to undertake this reporting to the National Crime Agency, but 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 Crunch’s principals nor staff may enter into any correspondence or discussions with you regarding such matters.
13.5. The act of money laundering is defined in Sections 327, 328, 329 and 340(11) of the Proceeds of Crime Act 2002 and includes:
13.5.1. Concealing, disguising, converting, transferring or removing criminal property;
13.5.2. Arranging the acquisition, retention, use or control of criminal property by or on behalf of another person; and
13.5.3. Acquiring, using and possessing criminal property.
13.6. 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 by-laws, regulations and ethical guidelines of the ACCA in this respect.
13.7. Crunch 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.
13.8. Crunch complies with the Bribery Act 2010 and operates adequate procedures and controls aimed at preventing bribery in its business dealings.
We will perform identity checks before registering you for our services - this is to comply with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002, and the Terrorism Act 2000. We do not always require your consent to process the ID checks.
If we cannot confirm your identity you may not be able to register for our services.
We must report any suspected money laundering, and may not inform you if we do so (this is known as "tipping off").
YOUR ATTENTION IS PARTICULARLY DRAWN TO CLAUSE 14
14. WARRANTIES AND LIMITATION OF LIABILITY AND INDEMNITY
14.1. You warrant and undertake that:
14.1.1. it has all requisite power and authority to execute, deliver and perform its obligations in accordance with these Terms;
14.1.2. that it shall comply with all applicable laws and regulations of any competent authority as they apply to the Services and
14.1.3. it has provided and will continue to provide Crunch all relevant and accurate information as to your business and needs in relation to the Contract.
14.2. 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.
14.3. 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.
14.4. Nothing in these Terms shall limit or exclude Crunch's liability for:
14.4.1. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
14.4.2. Fraud or fraudulent misrepresentation.
14.5. Subject to clause 14.4, Crunch shall under no circumstances whatsoever be liable to you, 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 connection with the Contract.
14.6. Subject to clause 14.4, Crunch's total aggregate liability to you 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 Charges paid by you for the Services in the 12 month period preceding the date when the claim or claims arose.
14.7. You agree that all the limitations and exclusions of liability in favour of Crunch 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 17.4 shall apply and in any event, subject to clauses 14.5 and 14.6 and this clause, Crunch's total liability shall not exceed the limits of the professional indemnity insurance that it maintains from time to time.
14.8. INDEMNITY: You hereby undertake and agree to indemnify Crunch 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 Crunch arising out of or in connection with (i) any breach of your undertakings or obligations set out in these Terms, and/or (ii) your negligence, fraud or misconduct.
14.9. This clause 14 shall survive termination of the Contract.
We confirm that we can meet our obligations under these Terms of Service.
You confirm that you can meet your obligations under these Terms of Service.
As with any online business, access to our services may be disrupted by problems on our end, your end, or somewhere in between. We'll always try to ensure any disruption is kept to a minimum.
You're responsible for the good running of your business, and we're not responsible for any losses (financial or otherwise) you suffer during the normal course of business.
You promise to ensure that we suffer no loss as a result of your breach of this agreement, or as a result of negligence, fraud or misconduct.
15.1. You shall be deemed to have terminated the Contract if:
15.1.1. You do not elect to subscribe to the Services at the end of any trial period: and/or
15.1.2. You cancel your subscription to the Services or fail to pay Crunch for a subsequent renewal when due.
15.2. Crunch may terminate the Contract at any time by giving you not less than one (1) month's Written Notice. Crunch may also terminate the Contract with immediate effect, at Crunch's sole discretion, should any of the events described in clause 15.6 occur. You may terminate the Contract at any time by giving Crunch not less than one (1) month's prior Written Notice.
15.3. 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:
15.3.1. Subject to clause 15.4, 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
15.3.2. 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.
15.4. For the avoidance of doubt, failure by you to pay any Charges due to Crunch in full in cleared funds by the due date shall constitute a material breach of the Contract (see clause 15.6). Failure by you to pay the Charges to Crunch in cleared funds by the due date on more than two occasions shall entitle Crunch to terminate the Contract immediately on giving Written Notice to you.
15.5. Without limiting its other rights or remedies, Crunch may suspend provision of the Services under the Contract or any other contract between you and Crunch if you become subject to any of the events listed in clause 15.3.2 or Crunch reasonably believes that you are about to become subject to any of them.
15.6. The events referred to in clause 15.2 above, which shall entitle Crunch to terminate the Contract with immediate effect by written notice (which may be given by email) include, without limitation:
15.6.1. Non-Payment – where your Crunch Account has been suspended and you have not paid us within one month or where your direct debit has failed more than once in a financial year;
15.6.2. Abusive Behaviour and discrimination – use of racist, abusive, homophobic or sexist language or any other threatening or inappropriate conduct directed at our staff or third parties;
15.6.3. Incompatibility – where it becomes apparent that your business is incompatible with the Crunch Pro Service due to, by way of non-exhaustive examples, the:
- abnormal size of the company;
- number of transactions per month;
- operation of non-pound sterling bank accounts, unless the paid for bookkeeping service is taken up - see clause 3.2.5 and clause 126.96.36.199.2;
- inclusion of non-ordinary shares in the company's capital;
- existence of stock and/or work-in-progress assets;
- engagement in factoring transactions; and
- existence of investments in subsidiaries and/or other affiliated companies.
15.6.4. Excessive Use – where, in Crunch'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 Crunch Software and the Services properly or efficiently;
15.6.5. Insufficient Use – where, in Crunch's opinion only; you fail to update your Crunch Software on a sufficiently frequent basis;
15.6.6. 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;
15.6.7. Late-filing – where you consistently fail to file your accounts or tax returns on time and/or fail to cooperate with us in our attempts to assist you to do so; or
15.6.8. Failure to make payments – where you repeatedly and deliberately fail to make tax payments that we have prescribed.
15.7. Consequences of Termination
15.7.1. On termination of the Contract for any reason:
188.8.131.52. You shall immediately pay to Crunch all of Crunch's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Crunch shall submit an invoice, which shall be payable by you immediately on receipt;
184.108.40.206. 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
220.127.116.11. Clauses which expressly or by implication survive termination shall continue in full force and effect.
15.7.2. Termination will result in the closure of your Crunch Account and disengagement as your Agents. In such cases we will issue a disengagement letter to ensure our respective responsibilities are clear.
15.7.3. Following the cancellation of your account, Crunch 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.
15.7.4. If you require the preparation of your Company's Year End accounts prior to leaving Crunch we will ask you to make up the cost for producing these accounts to the value of 12 times your monthly subscription + 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 may apply.
15.7.5. Any data you have in your Crunch Software would need to be exported prior to closure of your Crunch Account. You will have 30 days notice to complete this before your Crunch Account is closed. .
15.7.6. If your Registered Office Address on the Companies House public register is Crunch's office address, Crunch will revert this to your primary contact's correspondence address, already held on record with Crunch and with Companies House. We will provide you with a minimum of 14 days notice prior to making the change.
15.7.7. Suspension of your Crunch 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.
15.7.8. Crunch cannot be held liable for any fines incurred resulting from this, and all our obligations under these Terms of Services are suspended.
15.7.9. If we withdraw access to the Services no refund will be payable by us. One month's notice will be given prior to the suspension of a Crunch Account after which time if any issue has not been resolved within the following month we will take action to disengage ourselves as your Agent. We also reserve the right to close any Crunch Account for any reason, by giving one month's notice.
If we need to close your account we'll give you up to one month's notice. However, we can cancel your account immediately if:
- You fail to pay your fees
- You're abusive to any member of our team
- Your business becomes incompatible with our services (e.g. if you open a foreign bank account that we cannot support)
- You use our services excessively to the point where we are unable to deliver them properly
- We're unable to contact you despite repeated attempts
- You're frequently unable to meet filing or contractual obligations
- You cease to be a UK resident for tax purposes
Consequences of Termination
If this agreement is terminated for any reason, your Crunch account will be closed. You can export all the data in your Crunch account, but you can only do this before the account is closed. You agree to pay any outstanding balance owed. No refunds will be paid by Crunch.
We'll send you a letter of disengagement, after which we have no further responsibilities to you or your company.
16. FORCE MAJEURE
16.1 For the purposes of this Contract, Force Majeure Event means;
- 16.1.1. COVID-19 (or similar virus), epidemic or pandemic (whether foreseen or not); and/or
- 16.1.2. an event beyond the reasonable control of Crunch including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Crunch or any other party), failure of a utility service (including the Internet) or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
16.2. Crunch shall not be liable to you as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
16.3. If the Force Majeure Event prevents Crunch from providing any of the Services for more than 10 weeks, Crunch shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to you.
We will not be liable if events beyond our control (e.g strikes, transport or utility failures, floods and civil unrest, Covid-19 or similar virus) mean we're unable to deliver our service.
17.1. Assignment and other dealings: Crunch 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. You shall not, without the prior written consent of Crunch, 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. You hereby agree that Crunch Accounting Ltd, 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. Internal Disputes and Complaints. If you are 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.
17.2.1. Crunch 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, we'd like the opportunity to investigate before you considering social media or public review sites if possible. Therefore you can escalate your concerns to a Senior Client Manager or Team Manager to attempt to resolve your complaint. If you are still not satisfied or would like to escalate your complaint further, please put it into writing to firstname.lastname@example.org. Further details of our complaints procedure can be found in the Help Centre which can be accessed via your Crunch Software.
17.2.2. In observing the by-laws, regulations and ethical guidelines of the ACCA, Crunch Accounting Ltd follows the ACCA's code of ethics and conduct and complaints procedures. The following link provides information on these.
17.3.1. 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.
17.3.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address recorded on your Crunch Account; if sent by pre-paid first class post or other next working day delivery service, at 9.00am 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.
17.3.3. You agree that Crunch may send you notices and reminders via email, SMS (UK mobile numbers only), regular mail or alerts within the Services.
17.3.4. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
17.4. 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.
17.5. 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.
17.6. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any 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.
17.7. Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
17.8. Entire Agreement. The contract constitutes the entire agreement between the parties in relation to its subject matter. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Crunch, which is not set out in the Contract.
17.9. Variation. Except as set out in these 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 Crunch.
17.10. Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales. We and you agree to attempt to resolve any dispute amicably by speaking to one another before resorting to any legal action.
17.11. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
We (and our partners) will be appointed to act on your behalf in dealings with HMRC and Companies House.
We are the accountant for your Limited Company, not you individually. If your company has an internal dispute we cannot provide services without agreement from all relevant parties.