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All work is carried out under these terms except where changes are expressly agreed in writing.
The Accountancy Cloud Ltd Terms of Service
Chapter 1 Terms of Service
These terms ("the Terms") govern our agreement with you in relation to all The Accountancy Cloud 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 The Accountancy Cloud Packaged Services and Add-Ons (as defined in these Terms) as they apply to you. These Terms may be updated from time to time and any changes will be binding on you. You agree to 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.
1.1 We are The Accountancy Cloud Ltd ("The Accountancy Cloud", "us", "we" and "our"). The Accountancy Cloud Ltd is a company registered in England and Wales under company number 09139592 and its business and registered address is 12-18 Hoxton Street, London, N1 6NG.
1.2 These Terms of Service ("Terms") apply to you, our client ("Client", "you", "yourself" and "your"), when you use any of the Services (whether on the basis of a trial or by paid monthly, one off or annual subscription) featured on our website www.theaccountancycloud.com or app.theaccountancycloud.com ("the Sites") or and, to the fullest extent applicable, to any services which you are introduced to via the Sites, which are provided by third parties.
1.3 Definitions. In these Terms, the following definitions apply:
2. Formation of Contract
2.1 Your application for a The Accountancy Cloud 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 The Accountancy Cloud Account to be created, you warrant that you are authorised to enter into this contract.
2.3 We reserve the right, at our discretion, not to accept an application for a The Accountancy Cloud 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.
2.5 The Private Limited Company Services cater for companies with up to a maximum of:
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.
2.6 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 The Accountancy Cloud.
2.7 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
The Accountancy Cloud shall supply the Services to you in accordance with these Terms in all material respects.
3.1 The Accountancy Cloud shall have the right to make any changes to the Services which are necessary to comply with any applicable law, or which do not materially affect the nature or quality for the Services, and we shall notify you in any such event.
3.2 The Accountancy Cloud warrants to you that the Services will be provided using reasonable care and skill.
3.3 In providing general accountancy services, as part of the Services, we delegate certain tasks or subcontract part or all of the contractual performance to: The Accountancy Cloud Ltd; or, at our sole discretion, another Group Company; or to suitably qualified third parties. In all cases and at all times, The Accountancy Cloud shall retain responsibility to you for the performance of the Services.
3.4 Accountancy for Limited Companies The Accountancy Cloud provides three packaged services: Basic, Plus and Premium for the accounting years in which you are subscribed to the services. Please refer to Terms of Service for pricing and scope: https://theaccountancycloud.com/uk/terms
Joining The Accountancy Cloud
4. Accountancy Advice
4.1 Your The Accountancy Cloud Account allows for the provision of general accountancy advice only and this is restricted to the private limited company which subscribes to The Accountancy Cloud. For specific matters relating to issues, such as VAT compliance, broad advice will be offered and additional services recommended. The Accountancy Cloud recommends that you seek specialised advice on specific matters either by expanding your The Accountancy Cloud Account to include additional services or by seeking advice from an alternative source.
4.2 The Accountancy Cloud 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.
5. Client's Obligations
5.1 You shall:
5.2 You shall not:
5.3 If The Accountancy Cloud's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation ("Client Default"):
5.4 The accuracy and completeness of the data entered into the The Accountancy Cloud 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.
5.5 If you have accounts from previous years that have not yet been finalised, we will not have opening balances from these periods. Consequently, your The Accountancy Cloud Software will not truly and accurately reflect your current financial status until we have this information.
5.6 If you start to use the Services midway through your current trading period you will be required to enter any trading activities already undertaken into your The Accountancy Cloud Software.
5.7 The Accountancy Cloud will start providing its services for the financial year in which the Commencement Date falls. Any previous year's accounts must be completed and filed by your previous agent, if you have one, or arrangements can be made separately to perform these activities with The Accountancy Cloud.
5.8 If your previous year's accounts have not been filed, and opening balances are not entered into the The Accountancy Cloud Software by the time your first year end Accounts are due to be filed by The Accountancy Cloud, they will not be able to be filed. Any fines or penalties resulting from this will not be the responsibility of The Accountancy Cloud.
5.9 Company directors are wholly responsible for the registration, completion and filing of their own annual Self-Assessment Tax returns. The Accountancy Cloud 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 3.4.2.
5.10 You have a legal responsibility to retain documents and records relevant to your tax affairs. During the course of our work, we may collect information from you and others relevant to your tax affairs. 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.
5.11 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 Review and/or the subsequent status determined by a tribunal or other hearing.
6. Access, Security and Data Protection
6.1 You will not be able to use the The Accountancy Cloud 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 The Accountancy Cloud Software. Please keep any password issued to you secure. If you choose to give another party access to your The Accountancy Cloud Software, you do so at your own risk and you shall remain liable to The Accountancy Cloud for complying with these Terms for the use of the The Accountancy Cloud Software and the Services and you shall indemnify The Accountancy Cloud in relation to any loss, damage or claim that may be suffered, incurred or brought as a result.
6.3 The Accountancy Cloud staff do not have access to any Client passwords or memorable words. Read only access to your The Accountancy Cloud 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 The Accountancy Cloud Software and for offering other support, as necessary.
6.4 The Accountancy Cloud do not have editing access to your The Accountancy Cloud accounting records without your authentication and permission, save that accountants will access your The Accountancy Cloud accounting records to make necessary adjustments. Additionally, The Accountancy Cloud staff will have full access to your The Accountancy Cloud 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 Each party acts as a Controller for the purposes of the General Data Protection Regulation (Regulation (EU) 2016/679)) and shall comply with all data protection legislation applicable to it ("Data Protection Law") when processing personal data in connection with the Services. Each party undertakes not to knowingly cause the other to breach Data Protection Law. In particular, you shall ensure that any disclosure of Personal Data to us complies with Data Protection Law.
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 available on request and we may vary these from time to time. Prices are quoted in UK £ 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 The Accountancy Cloud for payment of monthly subscription fees. 10% saving on annual payments.
7.2 Additional Charges are payable and 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 the Client in advance of subscribing to the Add-Ons. If you require a specific additional service, please ask your Client Manager for details.
7.3 The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Accountancy Cloud 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 The Accountancy Cloud to the Client.
7.4 All amounts payable by the Client under the Contract are exclusive of amounts in respect of VAT chargeable for the time being. Where any taxable supply for VAT purposes is made under the Contract by The Accountancy Cloud to the Client, the Client shall, on receipt of a valid VAT invoice from The Accountancy Cloud, pay to The Accountancy Cloud 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 up permanent employment; or other disruptions to your business.
7.7 If an annual payment is made for the Services please note that we cannot offer a pro-rated refund if you choose to cancel your The Accountancy Cloud Account before the end of the year for which you have paid.
7.8 Once any company return has been filed, The Accountancy Cloud cannot be held responsible or accountable for any omissions in your accounts. Any changes required after submissions do not fall within the The Accountancy Cloud 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 The Accountancy Cloud Account permanently.
7.10 The Client must ensure that we have complete and accurate billing and contact information throughout the subscription period, including the full name of the Client, its business address and a billing contact email address.
7.11 If the Client fails to make any payment due to The Accountancy Cloud 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. The Client shall pay the interest together with the overdue amount.
7.12 Insofar as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees are paid in full.
7.13 We reserve the right to increase our Charges on an annual basis in April each year in line with the percentage in the Retail Price Index (RPI) in the preceding 12 months.
8. Returning Clients
8.1 If you are re-engaging The Accountancy Cloud in the same accounting year in which you left the Service, we would normally re-enable your previous The Accountancy Cloud 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 The Accountancy Cloud Software. This new version of the The Accountancy Cloud 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 The Accountancy Cloud.
8.2 If you had been through an accounting year-end since leaving The Accountancy Cloud we must create a new version of the The Accountancy Cloud Software for you.
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 The Accountancy Cloud Software.
8.4 If we are enabling the same The Accountancy Cloud Software, we will ask you to make up any missing monthly subscription fees for the period you have not used the The Accountancy Cloud Software. 8.5 In order for us to comply with the Money Laundering Regulations 2007, the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Criminal Finances Act 2017 we are required to carry out another identity verification check before allowing you use of the Services again.
9. Client Referral Scheme
9.1 In order to participate in the The Accountancy Cloud 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 The Accountancy Cloud Account has been enabled for a period of, at least, one month. The refer receives a £250 in the form of cash or a credit against their account on any services.
10. Partner Services
10.1 The Accountancy Cloud has a range of partners that can provide services to you.
10.2 Members Voluntary Liquidation (MVL)
11. Intellectual Property Rights and The Accountancy Cloud Software Licence
11.1 The Client acknowledges and agrees that all Intellectual Property Rights existing or arising in any materials, know-how, specifications, inventions, processes, software, applications, data or information supplied by The Accountancy Cloud under or in connection with the Services shall at all times belong to and remain vested in The Accountancy Cloud or its licensors and, save as expressly provided hereunder, no proprietary rights or any other rights whatsoever are assigned, granted or shall otherwise pass to the Client. For the avoidance of doubt, The Accountancy Cloud boxed graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of The Accountancy Cloud 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 The Accountancy Cloud Software and the Services, you are entitled to use the The Accountancy Cloud 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 The Client acknowledges that, in respect of any third party Intellectual Property Rights (which may be a feature of any The Accountancy Cloud Package Services and Add-Ons or otherwise), the Client's use of any such Intellectual Property Rights is conditional on The Accountancy Cloud obtaining a written licence from the relevant licensor on such terms as will entitle The Accountancy Cloud to license such rights to the Client. Further, you acknowledge and understand that all information (including data files, emails, computer software, advertisements, sponsored content and others), which you may have access to when using third party services, are the sole responsibility of the entity from which such content originated.
11.4 You shall not:
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.
13. Anti-Money Laundering and Other Regulations
13.1 The Accountancy Cloud is obliged to comply with the Money Laundering Regulations 2007, the Proceeds of Crime Act 2002 and the Terrorism Act 2000. The Accountancy Cloud 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 use of the Services. We may request and retain from you such information and documentation as we require for these purposes and/or make searches of appropriate databases and to report, in accordance with the relevant legislation and regulations. Carrying out an identity verification check will place a soft footprint on your credit file. However it will not affect your credit rating in any way.
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 We have a duty under Section 330 of the Proceeds of Crime Act 2002 to report to the Serious Organised Crime Agency (SOCA) if we know, or have reasonable cause to suspect, that you or anyone connected with your business are or have been involved in money laundering. Failure on our part to make a report where we have knowledge, or reasonable grounds for suspicion, would constitute a criminal offence. We are obliged by law to undertake this reporting to SOCA, 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 The Accountancy Cloud's principals nor staff may enter into any correspondence or discussions with you regarding such matters.
13.4 The act of money laundering is defined in Sections 327, 328, 329 and 340(11) of the Proceeds of Crime Act 2002 and includes:
13.5 We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 by complying with the bye-laws, regulations and ethical guidelines of the ACCA in this respect.
13.6 The Accountancy Cloud complies with the Criminal Finances Act 2017 and operates adequate procedures and controls aimed at preventing its staff, clients and other Partners from facilitating tax evasion.
13.7 The Accountancy Cloud 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 14
14. Warranties and Limitation of Liability and Indemnity:
14.1 The Client warrants that it has all requisite power and authority to execute, deliver and perform its obligations in accordance with these Terms and that it shall comply with all applicable laws and regulations of any competent authority as they apply to the Services.
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 The Accountancy Cloud's liability for:
14.5 Subject to clause 14.4, The Accountancy Cloud shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or correction of software, data or information, loss of goodwill, any regulatory fines (total or incremental) arising from circumstances occurring prior to appointment, or any indirect or consequential loss arising under or in connection with the Contract.
14.6 Subject to clause 14.4, The Accountancy Cloud's total aggregate liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total sum of the Charges paid by the Client for the Services in the 12 month period preceding the date when the claim or claims arose.
14.7 The Client agrees that all the limitations and exclusions of liability in favour of The Accountancy Cloud 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, The Accountancy Cloud's total liability shall not exceed the limits of the professional indemnity insurance that it maintains from time to time.
14.8 INDEMNITY: The Client hereby undertakes and agrees to indemnify The Accountancy Cloud 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 The Accountancy Cloud arising out of or in connection with (i) any breach of the Client's undertakings or obligations set out in these Terms, and/or (ii) the Client's negligence, fraud or misconduct.
14.9 This clause 14 shall survive termination of the Contract.
15.1 The Client shall be deemed to have terminated the Contract if:
15.2 The Accountancy Cloud may terminate the Contract at any time by giving the Client not less than one (1) month's Written Notice or with immediate effect, at The Accountancy Cloud's sole discretion, should any of the events described in clause 15.6 occur. The Client may terminate the Contract at any time by giving The Accountancy Cloud 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:
15.4 For the avoidance of doubt, failure by the Client to pay any Charges due to The Accountancy Cloud in full in cleared funds by the due date shall constitute a material breach of the Contract (see clause 15.6). Failure by the Client to pay the Charges to The Accountancy Cloud in cleared funds by the due date on more than two occasions shall entitle The Accountancy Cloud to terminate the Contract immediately on giving Written Notice to the Client. 15.5 Without limiting its other rights or remedies, The Accountancy Cloud may suspend provision of the Services under the Contract or any other contract between the Client and The Accountancy Cloud if the Client becomes subject to any of the events listed in clause 15.3.2 or The Accountancy Cloud reasonably believes that the Client is about to become subject to any of them.
15.6 The events referred to in clause 15.2 above, which shall entitle The Accountancy Cloud to terminate the Contract with immediate effect by written notice (which may be given by email) include, without limitation:
15.7 Consequences of Termination
16. Force Majeure
16.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of The Accountancy Cloud including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of The Accountancy Cloud 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 The Accountancy Cloud shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
16.3 If the Force Majeure Event prevents The Accountancy Cloud from providing any of the Services for more than 10 weeks, The Accountancy Cloud shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
17.1 Assignment and other dealings: The Accountancy Cloud 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.
17.2 Internal Disputes and Complaints. If the Client is a Private Limited Company and we become aware of a dispute between parties who are shareholders or directors of the company, it should be noted that our client is the company itself. We would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the registered office/normal place of business for the attention of the directors.
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 Terms and Service Descriptions constitute the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of The Accountancy Cloud, 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 The Accountancy Cloud.
17.10 Governing law. This 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).
18.0 The provision of services regulations 2009
18.1 Our professional indemnity insurer is Glemham Underwriting Limited.