Primary Terms of Service for Crunch Sole Trader Pro 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 Sole Trader Pro Package Service 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 13 (LIMITATION OF LIABILITY).

  1. INTRODUCTION
    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.
    2. These Terms apply to the Sole Trader business 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 www.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.
    3. Definitions.  In these Terms, the following definitions apply:

      Add-Ons

      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.

      Affiliate Services

      Services offered by affiliated third parties, including but not limited to: 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.

      Business Day

      A day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

      Charges

      The charges payable by clients for the supply of the Services and, where applicable, the Crunch Add-Ons (which are payable in addition) in accordance with clause 7.

      Commencement Date

      Has the meaning set out in clause 2.2.

      Contract

      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.

      Crunch Account

      A current subscription to the Services providing access to the Crunch Software for delivery of the Services and enabling subscription to all Services.

      Crunch Software

      The Crunch proprietary software developed and/or licensed by Crunch to provide the functionality for the Services for Clients with a Crunch Account.

      Crunch Sole Trader Pro Service

      The Sole Trader 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.

      Fair Usage

      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.

      Group Company

      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.

      Service Descriptions

      The individual service descriptions for the Crunch 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.

      Services

      Any and all of the Crunch Sole Trader Pro Service and any Add-Ons.

      Special Terms

      Any specific terms applicable to the Crunch 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.

      Terms

      These Terms are amended from time to time.

      Written Notice

      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.


    4. Construction.  In these Terms, the following rules apply.
      1.  A Person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
      2.  A reference to a party includes its personal representatives, successors or permitted assigns.
      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.
      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.
      5.  A reference to writing or written includes faxes, letters, emails and communication generated by Crunch’s systems applications.
  2. FORMATION OF CONTRACT
    1. Your application for a Crunch Account constitutes an offer by you to purchase the Services in accordance with these terms.
    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 (where once logged in, you will be prompted to create a memorable word), 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.
    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.
    4. The acceptance of your application is based on the trading activity and business structure described by you when first signing up to the Services.  If your trading activities or business 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.
    5.  The Sole Trader Business Services cater for Sole Traders which are "Self Employed" only and are not in a "Partnership". You hereby warrant and undertake that your use of the Services and the Software will be wholly in the course of your business as a Sole Trader and that you are not and will not be acting as a consumer at any time.
    6. Sole Traders who live outside of the UK must satisfy particular requirements as a condition of being accepted as clients.
    7.  If you have already been trading as a Sole Trader Business and previously used an agent to look after your Business 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.
    8.  These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
  3. THE SERVICES
    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.
    2.  What is not included
      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.
      2.  The Services do not guarantee that your Sole Trader business 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. You may therefore need to take specialist advice based on your business 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 business industry type and particular needs and activities.
      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.
      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.
      6. Crunch warrants to you that the Services will be provided using reasonable care and skill.
      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.  Accountancy for Sole Trader Businesses
      1. Crunch provides Sole Trader Pro for each tax year in which you are subscribed to the Services.
    4. The service: The Pro Package includes the following:
      1.  Access to Crunch accounting software(s)
        1. Self-Assessment preparation and filing 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.
        2. Use of Receipt scanning app (Lite service included with up to 15 receipts per month, Unlimited charged additionally).
        3. Unlimited use of business mileage app.
    5. Add on Services
      Some of the Add-On Services supplied by Crunch are listed below.
      1. 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.
        1. Bookkeeping
          1. Preparation and maintenance of books of account for Sole Trader businesses. Crunch offers both monthly and one-off bookkeeping services
          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.
          3. Express services for one-off bookkeeping are available but may be subject to acceptance at quote stage
        2. References (Lettings)
          1. Provision of accountants’ reference in order to secure rented premises.
        3. References (Mortgage)
          1.  Provision of accountants’ reference in order to secure a mortgage.
        4. References (Other)
          1. Provision of accountants’ reference for any other reason.
        5. References (Visa)
          1.  Provision of accountants’ reference in order to secure a visa.
        6. Self-Assessment (Sole Trader)
          1. Preparation of Self-Assessment Income Tax Return for exceptionally complicated or overdue Sole Trader returns and submit to HMRC.
      2. Integrations
        1. Snap App
          1.  Automatic Processing of expense receipts into your Crunch Software.
        2. Tripcatcher
          1. Registration of car mileage expenses, which are then posted to your Crunch software
      3. Bank Feeds (coming soon)
        1. Cater Allen Private Bank
          1. An automated feed of transactions from your Cater Allen Private Bank account into your Crunch software.
        2. Metro Bank
          1.  An automated feed of transactions from your Metro Bank account into your Crunch software.
      4. Bank Feed Service
        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.
  4. ACCOUNTANCY ADVICE
    1. Your Crunch Account allows for the provision of general accountancy advice only and this is restricted to the Sole Trader business which subscribes to Crunch. For specific matters relating to issues, such as VAT compliance, general information will be provided and additional services recommended.  Crunch recommends that you seek specialist advice on specific matters either by expanding your Crunch subscription to include additional services or by seeking advice from an alternative source.
    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.
    3. For the avoidance of doubt, it is our policy to confirm, in writing, advice upon which you may wish to rely.  This means that if you wish to rely upon advice which may, initially, be given to you verbally no decision should be taken on the matter until you have requested, received and considered specific advice from us in writing.
  5. CLIENT’S OBLIGATIONS
    You shall:
    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;
    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;
    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 business structure, trading activity, business address and personal contact details;
    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. 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;
    6. 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;
    7. 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 business is required to make to HMRC.
    8. 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.
    9. Open at least one pound sterling business account, with a UK-based bank, through which you 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);
    10. Ensure that your Crunch Software is fully updated and reconciled at least 8 weeks before the Self-Assessment filing deadline. Your software must be fully reconciled by the end of the fifth month after the tax period ends;
    11. Crunch will not be held responsible for any fines, surcharges or penalties incurred in the event that you do not comply with clause 5.
    12. Ensure that you approve your Self-Assessment at least five business days before the Self-Assessment filing deadline;
    13. 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 13.8; and
    14. 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:
    15. Give any illegal or improper bribe, kickback, payment, gift, or thing of value to any Crunch employees or agents in connection with the Services;
    16. 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);
    17. 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
    18. Reproduce, copy, sell, trade or resell all or any part of the Services for any purpose.
    19. 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”):
    20. 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;
    21. Crunch shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Client's failure or delay to perform any of its obligations as set out in this clause 5; and
    22. 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.
    23. 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 and accurate way, and upon any information or explanations we receive from you.  We are under no obligation to identify, specifically, missing or incomplete information.
    24. 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.
    25. Crunch will start providing its services for the tax year in which the business Commencement Date falls.  Any previous year’s Self Assessments 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 "Self-Assessment" service in clause 3.5.1.6 Add-on Services.
    26. You are wholly responsible for the registration of your own Self-Assessment Unique Tax Reference (UTR)
    27. 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 as representatives of your Sole Trader business. 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. Sole Trader businesses must keep records for at least 6 years from the end of the last tax 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.
    28. For the avoidance of doubt you are solely responsible for all tax liabilities, interest and penalties incurred in relation to your business or personal tax affairs.
    29. Crunch may terminate the Contract without liability and with immediate effect if you breach any of your obligations stated in this clause 5. Notwithstanding the forgoing, in the event Crunch exercises its right to terminate under this clause, Crunch shall use reasonable endeavours to provide you with one month's written notice.
  6. ACCESS, SECURITY AND DATA PROTECTION
    1. You will not be able to use the Crunch Software and use the Services without a username, password and memorable word.
    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.
    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.
    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.
    5. You and we are separate Controllers for the purposes of 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 have appropriate notices in place.
    6. Our Privacy Policy explains how we process personal information received by us in order to provide the Services and meet our own legal and regulatory obligations.  In agreeing to these Terms, you acknowledge that you have read our Privacy Policy, as may be updated from time to time. You can always find the most up to date version of our Privacy Policy on our website.
  7. CHARGES AND PAYMENT
    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.
    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.  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.
    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.
    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.
    5. 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.
    6. 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. Once any tax return has been filed, Crunch cannot be held responsible or accountable for any omissions in your Self-Assessment Tax Return. Any changes required after submissions do not fall within the Crunch subscription fee and will be charged separately.
    8. 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.
    9. 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.
    10. 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.
    11. 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.
    12. 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.
  8. RETURNING CLIENTS
    1.  If you are re-engaging Crunch in the same tax 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 tax year in which you re-engaged Crunch.
    2. If you had been through a tax year-end since leaving Crunch we must create a new version of the Crunch Software for you.
    3. A new set up fee will be charged when returning to the Services. This fee will be calculated by reference to when in the tax year you join (if an active Sole Trader when on boarding) and whether we are enabling the same Crunch Software.
    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.
    5. In order for us to comply with 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.
  9. PARTNER SERVICES
    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.
    2. Separate terms may also apply for these services. Information relating to these partners and services can be found here.
    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.
  10. INTELLECTUAL PROPERTY RIGHTS AND CRUNCH SOFTWARE LICENCE
    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.
    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.
    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.
    4. You shall not:
      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
      2. Provide any content by electronic means to any person other than an authorised user; or
      3. Alter or change any part of the content.
  11. CONFIDENTIALITY
    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 be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.  This clause 11 shall survive termination of the Contract.
  12. ANTI-MONEY LAUNDERING AND OTHER REGULATIONS
    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.
    2. If we cannot adequately confirm your identity in accordance with the Regulations described in clause 12.1, we reserve the right to refuse your use of the Services.
    3. Crunch do not require the user's permission to complete any identity verification checks in advance and may be completed on a frequent basis.
    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.
    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:
      1. Concealing, disguising, converting, transferring or removing criminal property;
      2. Arranging the acquisition, retention, use or control of criminal property by or on behalf of another person; and
      3. Acquiring, using and possessing criminal property.
    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 bye-laws, regulations and ethical guidelines of the ACCA in this respect.
    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.
    8. Crunch complies with the Bribery Act 2010 and operates adequate procedures and controls aimed at preventing bribery in its business dealings.

    YOUR ATTENTION IS PARTICULARLY DRAWN TO CLAUSE 13

  13. WARRANTIES AND LIMITATION OF LIABILITY AND INDEMNITY
    1. You warrant and undertake that:
      1. you have all requisite power and authority to execute, deliver and perform your obligations in accordance with these Terms;
      2. you shall comply with all applicable laws and regulations of any competent authority as they apply to the Services; and
      3. you have provided and will continue to provide Crunch all relevant and accurate information as to your business and needs in relation to the Contract.
    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.
    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.
    4. Nothing in these Terms shall limit or exclude Crunch’s liability for:
      1. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
      2. Fraud or fraudulent misrepresentation.
    5. Subject to clause 13.4, 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.
    6. Subject to clause 13.4, 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.
    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 16.4 shall apply and in any event, subject to clauses 13.5 and 13.6 and this clause, Crunch’s total liability shall not exceed the limits of the professional indemnity insurance that it maintains from time to time.
    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.
    9. This clause 13 shall survive termination of the Contract.
  14. TERMINATION
    1. You shall be deemed to have terminated the Contract if:
      1. You do not elect to subscribe to the Services at the end of any trial period: and/or
      2. You cancel your subscription to the Services or fail to pay Crunch for a subsequent renewal when due.
    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 14.6 occur.  You may terminate the Contract at any time by giving Crunch not less than one (1) month’s prior Written Notice.
    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:
      1. Subject to clause 14.4, commits a material breach of the Contract and shall, in the case of any remediable breach, fail to remedy the same within 14 business days of receipt of a written notice from the non-breaching party requiring such remedy; and/or
      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.
    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 14.6).  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.
    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 14.3.2 or Crunch reasonably believes that you are about to become subject to any of them.
    6. The events referred to in clause 14.2 above, which shall entitle Crunch to terminate the Contract with immediate effect by written notice (which may be given by email) include, without limitation:
      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;
      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;
      3. Incompatibility – where it becomes apparent that your business is incompatible with the Crunch Sole Trader Pro Service due to, by way of non-exhaustive examples, the:

        (i) abnormal size of the business;
        (ii) number of transactions per month;
        (iii) operation of non-pound sterling bank accounts, unless the paid for bookkeeping service is taken up - see clause 3.5.1.1.2
        (iv) existence of stock and/or work-in-progress assets;
        (v)  engagement in factoring transactions; and
        (vi) existence of investments in subsidiaries and/or other affiliated businesses or partnerships.
      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;
      5. Insufficient Use – where, in Crunch’s opinion only; you fail to update your Crunch Software on a sufficiently frequent basis;
      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 your Sole Trader Business;
      7. Late-filing – where you consistently fail to file your tax returns on time and/or fail to cooperate with us in our attempts to assist you to do so; or
      8. Failure to make payments – where you repeatedly and deliberately fail to make tax payments that we have prescribed.
    7. Consequences of Termination
      1. On termination of the Contract for any reason:
        1. 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;
        2. The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
        3. Clauses which expressly or by implication survive termination shall continue in full force and effect.
        4. 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.
        5. Following the cancellation of your account, Crunch will have no further responsibility in relation to the preparation or filing of your Self-Assessment. As a Sole Trader 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.
        6. If you require the preparation of your Self-Assessment prior to leaving Crunch we will ask you to make up the cost for producing the Self-Assessment to the value of 12 times your monthly subscription + VAT.
        7. Any data you have in your Crunch Software would need to be exported prior to closure.
        8. Suspension of your Crunch Account could seriously jeopardise our and your ability to manage your business accounts and could lead to the missing of submission deadlines.
        9. Crunch cannot be held liable for any fines incurred resulting from this, and all our obligations under these Terms of Services are suspended.
        10. 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.
  15. FORCE MAJEURE
    1. For the purposes of this Contract, Force Majeure Event means;
      1. COVID-19 (or similar virus), epidemic or pandemic (whether foreseen or not and whether or not in existence upon commencement of the Contract); and/or
      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.
      3. 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.
      4. 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.
  16. GENERAL
    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.
      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.
      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 or any other competent governmental or regulatory authority.
    2. Internal Disputes and Complaints. If you are a Sole Trader business and we become aware of a dispute between parties it should be noted that our client is the business itself.  [GC2] Unless otherwise agreed by all parties we will continue to supply information to the normal place of business for the attention of the Sole Trader.
      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 consider 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 complaints@crunch.co.uk. Further details of our complaints procedure can be found in the Help Centre which can be accessed via your Crunch Software.
        https://help.crunch.co.uk/s/article/how-to-make-a-complaint
      2. In observing the bye-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.
        http://www.accaglobal.com/ubcs/en/footertoolbar/contact-us/make-a-complaint-about-an-acca-member.html
    3. Notices.
      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 principal place of business 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.
      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.
      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.
      4. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    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.
    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.
    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.
    7. Third parties.  A person who is not a party to the Contract shall not have any rights to enforce its terms.
    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.
    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.
    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.
    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).