1. TBAT Innovation

1.1 Company Details.  TBAT Innovation Limited (company number 04356641) (“We“, “Us“, “TBAT” or “Our“) which is a company registered in England and Wales and our registered office is at Unit 3 Bradley Court, Maple Road, Castle Donington, Derbyshire, DE74 2UT. VAT number 789362276. We operate the website https://www.tbat.co.uk/.

1.2 Contacting Us. To contact us telephone our customer service team at 01332 819740 or e-mail info@tbat.co.uk. How to give us formal notice of any matter under the Contract is set out in clause 15.1.

2. Interpretation

The following definitions shall apply to these Terms and Conditions:

3. Contract

3.1 Our Contract. These terms and conditions (“Terms“) apply to the order by You and supply of Services by Us to You (“Contract“). They apply 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.

4. Placing an order and its acceptance

4.1 Placing Your Order. Please follow the onscreen prompts to place an order. You may only submit an order using the method set out on the site. Each order is an offer by You to buy the Services subject to these Terms.

4.2 Correcting Input Errors. Our order process allows You to check and amend any errors before submitting Your order to Us. Please check the order carefully before confirming it. You are responsible for ensuring that Your order is complete and accurate.

4.3 Acknowledging Receipt of Your Order. After You place Your order, You will receive an email from Us acknowledging that We have received it, but please note that this does not mean that Your order has been accepted. Our acceptance of Your order will take place as described in clause 4.4.

4.4 Accepting Your Order. Our acceptance of Your order takes place when we send an email to You to accept it (“Order Confirmation”), at which point and on which date (“Commencement Date”) the Contract between You and TBAT will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.

4.5 If We Cannot Accept Your Order. If We are unable to supply You with the Services for any reason, We will inform You of this by email and We will not process Your order. If You have already paid for the Services, We will refund You the full amount. In our absolute sole discretion, We may be able to offer You an alternative service through TBAT.

5. SERVICES & ELIGIBILITY

5.1 Swift R&D is an online portal which allows You to prepare an R&D Tax Relief claim online, with support from our specialist consultants (where required), for incorporation into Your tax return.

5.2 To use Swift R&D You must be a UK registered trading company, or a duly authorised representative acting on behalf of a UK registered trading company and satisfy the following criteria:

5.2.1 a micro, small or medium company as defined within sections 1119-1121 CTA 2009; and

5.2.2 you have not received a grant or any other form of subsidy in relation to the project you are seeking to claim R&D Tax Relief for.

5.3 For R&D Tax Relief purposes, to comply with clause 5.2.1 above, a company must have:

5.3.1 500 or less staff headcount; and

5.3.2 an annual turnover of less than €100m; and

5.3.3 an annual balance sheet of less than €86m.

6. OUR SERVICES

6.1 We will provide You with the following in connection with the Services:

6.1.1 an initial conference call if requested by You;

6.1.2 up to two rounds of feedback based on Your outputs to ensure that Your R&D Tax

6.1.3 a tax relief claim that complies with BIS R&D Guidelines and UK tax legislation

6.1.4 a review of financial calculations submitted to Swift R&D portal.

6.2 We will perform the Services with reasonable skill and care. The Services are provided solely for the purposes set out in this Contract. We cannot guarantee whether or not your R&D Tax Relief claim will be successful.  We accept no responsibility or liability whatsoever should HMRC reject your R&D Tax Relief claim.

6.3 To comply with the Regulations of the 5th Anti-Money Laundering Directive, Our Services, aforementioned in clause 6.1, is subject to the successful completion of our Customer Due Diligence checks.

6.4 Should HMRC raise an enquiry into Your R&D Tax Relief claim after you have settled Your Fees, and before the closure of the statutory enquiry window, We will deal with such enquiries on Your behalf and advise on appropriate responses to enquiries for which no additional fee will be charged.

6.5 We will use all reasonable endeavours to meet performance dates. Please note that such dates are estimates, and failure to perform the Services by such dates will not give You the right to terminate this Contract.

6.6 In performing the Services, We will not: (i) carry out an audit or other assurance engagement; (ii) carry out any compliance work/assessment relating to Your tax affairs.

6.7 You may solely rely only on Our final written report and not on any oral advice We provide to You, or any reports which are marked as “draft”.

6.8 You understand and agree that no representation or warranty is made with respect to the functionality or availability of Swift R&D, and that all or any portion of Swift R&D may for a variety of reasons (including but not limited to scheduled or emergency maintenance and upgrades) be unavailable to You for use wither temporarily or permanently without notice.

6.9 We may in our absolute discretion, refuse to process your R&D Tax Relief claim and terminate the contract in the following circumstances:

6.9.1 if Swift R&D is not a suitable Service for You; or

6.9.2 if Your project does not in our opinion qualify for R&D Tax Relief in line with HMRC and/or BIS guidance.

6.9.3 We reasonably believe that Your project is linked to, or may be connected or associated with money laundering, fraudulent or illegal activity.

7. YOUR OBLIGATIONS

7.1 It is Your responsibility to ensure that:

7.1.1 the terms of Your order, the information You input into Swift R&D, and the information provided to determine which costs to claim are complete and accurate. The accuracy of the R&D Tax Relief claim prepared through Swift R&D will depend on the accuracy and completeness of the responses that You provide to Us. If, during the process of preparing the R&D Tax Relief claim, the information You provide is not, in Our sole discretion, prepared consistently with BIS R&D guidelines and HMRC guidance, Your Swift R&D application will be discontinued and there will be no charge made for the Services.  We will not verify any information given to Us by You relating to the Services;

7.1.2 You co-operate with Us in all matters relating to the Services;

7.1.3 You provide Us with such information and materials We may reasonably require in order to supply the Services;

7.1.4 You obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

7.1.5 You warrant that You have the full power and authority to enter into this Contract and perform the obligations set out within this Contract;

7.1.6 You warrant that You or the company You are authorised to act on behalf of are separately maintaining accurate business and taxation records, as required by law and policy;

7.1.7 by clicking “Accept”, You accept that You are bound by these terms and conditions and further confirm that You are authorised to act on behalf of the Company for whom the Services are being sought;

7.1.8 You will ensure that You protect and keep confidential Your login credentials and contact Us immediately if You believe that those details have been compromised;

7.1.9 You will respond to any queries raised by Us in a timely manner;

7.1.10 You will be responsible for reviewing the R&D Tax Relief claim report for accuracy and completeness and arrange for the claim to be filed within Your tax return within 2 years of the accounting year end;

7.1.11 You will not use Swift R&D or its outputs for any purpose other than as set out in this Contract;

7.1.12 You will not provide Swift R&D outputs to anyone other than HMRC, or Your accountant, in the circumstance they are submitting Your amended CT600, without Our prior written consent;

7.1.13 You agree to appoint Us as Your HMRC R&D tax agent, to allow Us to correspond directly with HMRC on Your behalf.  You also authorise Us to be Your nominee allowing Us to enter Our client bank account details on Your company tax return in order to receive funds from HMRC on Your behalf.  Any funds received from HMRC from the Services provided will be deposited into TBAT’s client bank account;

7.1.14 You agree and understand that information and data related to or stored in connection with Swift R&D may be irretrievably lost or destroyed at any time, and it will be Your responsibility to make all necessary copies and backups of any appropriate information and data posted to or obtained in connection with Swift R&D

7.1.15 You will not: (i) access or use Swift R&D except in connection with the Services as detailed within this Contract; (ii) modify or create any derivative works; (iii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the related source code; (iv) redistribute, encumber, sell, rent, lease, use for service bureau purposes, sublicense or otherwise transfer any related rights; (v) remove or alter any related trademark, logo, copyright, or other proprietary notices; (vi) use or misuse Swift R&D in any way that may impair the functionality of Swift R&D; or (vii) attempt to undermine the security or integrity of TBAT’s computing systems or networks, or our hosting provider’s computing systems and networks.

7.1.16 You must not store, make available, or transmit in or through Swift R&D any material which: (i) infringes any person’s intellectual property rights; (ii) is or is likely to be perceived as defamatory, threatening, misleading, offensive or inappropriate, or materially misrepresents facts; (iii) adversely affects performance or availability of Swift R&D; (iv) contains any virus, harmful component or corrupted data; (v) contains any advertising, promotion or solicitation; or (vi) violates any applicable law, regulation or policy.

7.2 If Our ability to perform the Services is prevented or delayed by any failure by You to fulfil any obligation listed in clause 7.1 (“Your Default”):

7.2.1 We will be entitled to suspend performance of the Services until You remedy Your Default, and to rely on Your Default to relieve Us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under clause 13 (Termination);

7.2.2 We will not be responsible for any costs or losses You sustain or incur arising directly or indirectly from Our failure or delay to perform the Services; and

7.2.3 it will be Your responsibility to reimburse us on written demand for any costs or losses We sustain or incur arising directly or indirectly from Your Default.

7.3 The legal responsibility for Your original CT600 correctness, if We are amending it, is held by You:

7.3.1 If You, or Your accountant, is submitting Your amended CT600, You are responsible for the correct use of R&D figures and correctness provided by Us, and agree to submit this to HMRC in a timely manner.

7.3.2 Should Your CT600 be submitted by You, or Your accountant, any Fees relating to the Service You have received, in accordance with Section 8 “Fees”, shall be payable prior to You receiving Your final documentation.

8. FEES

8.1 In consideration of Us providing the Services You must pay our fees (“Fees”) in accordance with this clause 8.

8.2 The Fee for the Services is the sum of 8.2.1 and 8.2.2. These are:

8.2.1 3.5% of the eligible R&D expenditure claimed through the SME scheme plus VAT. By way of example, if You are claiming £100,000 of eligible R&D expenditure claimed through the SME scheme, Our Fee would be £3,500 plus VAT;

8.2.2 1.4% of the eligible R&D expenditure claimed through the RDEC scheme plus VAT. By way of example, if You are claiming £100,000 of eligible R&D expenditure claimed through the RDEC scheme, Our Fee would be £1,400 plus VAT;

8.2.3 Should Your eligible R&D expenditure, claimed through the SME scheme, fall below £28,500, Our Fee is fixed at £1,000 plus VAT.

8.3 In Our absolute discretion, should We decide that there is no qualifying R&D expenditure, there shall be no Fee payable.

8.4 Once You have submitted your Swift R&D Tax Relief claim, it will be forwarded onto Us for Our approval. We will raise an invoice for Our Fees once We have approved Your Swift R&D Tax Relief claim, with payment due upon the earlier of: (i) receipt of confirmation from HMRC that Your R&D Tax Relief claim has been processed, or (ii) six weeks after submission to HMRC.

8.5 For the avoidance of doubt, if HMRC, for whatever reason, reject Your R&D Tax Relief claim, We will issue a credit note, and refund should You have paid and Fees in advance, to the value of any Fees previously invoiced in relation to that R&D Tax Relief claim.

8.6 From time to time, and in Our absolute discretion, We reserve the right to discount Our Fees, any such discount to be confirmed In Writing.

8.7 Any monies received from HMRC are generally refunded within 28 – 56 days of the R&D Tax Relief claim submission. In the event that HMRC set off any outstanding liabilities owed by You to them against Your R&D related refund, and as a result You do not receive a cash refund from HMRC, You will still be liable to pay Our Fees.

8.8 If You fail to make a payment under the Contract by the due date, then, without limiting Our remedies under clause 13, You will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.8 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

8.9 We reserve the right to set-off any and all amounts due under this Contract against any funds received from HMRC in connection with your R&D Tax Relief claim, before paying the surplus to your nominated bank account within two Working Days.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 All intellectual property rights, title or interest in or arising out of or in connection with the Services will be owned by TBAT. You shall have no rights in Swift R&D or any of TBAT’s intellectual property. We will own the intellectual property rights in the output or deliverables and any materials created under this Contract.

9.2 We agree to grant You a non-exclusive licence during the term of the Contract to copy the deliverables specified in your order for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 9.2.

10. HOW WE MAY USE YOUR PERSONAL INFORMATION

10.1 We will use any personal information You provide to Us to:

10.1.1 provide the Services;

10.1.2 process Your payment for the Services; and

10.1.3 inform You about similar products or services that We provide. You may stop receiving these at any time by contacting Us.

10.2 Both parties will comply with all applicable requirements of the Data Protection Legislation.

10.3 Without prejudice to the generality of this clause 10, all parties will ensure that they have all necessary appropriate consents and notices in place to enable lawful transfer of any personal data for the duration and purposes of the Contract.

10.4 Where We act as a controller, we may process personal data for the purposes of any of: (i) providing the Services; (ii) administering, managing and developing our business and services; (iii) security, quality and risk management activities (iv) providing you with information about us and our range of services; and (v) complying with any requirement of law, regulation or a professional body of which we are a member.

10.5 We may transfer personal data shared with Us in connection with any of the purposes set out in this clause 10. Some of these recipients may be located outside the European Union. We will carry out such transfers only where we have a lawful basis to do so, including to a recipient who is: (i) in a country which provides an adequate level of protection for personal data; or (ii) under an agreement which covers the EU requirements for the transfer of personal data to processors outside the EU.

10.6 Where We act as processor in relation to your personal data, we will: (i) process it only on your lawful written instructions; (ii) implement appropriate measures designed to ensure its security, including by imposing confidentiality obligations on relevant personnel; (iii) transfer it only to sub-processors under a written contract which imposes obligations consistent with those in this clause 10 and you authorise us to transfer your personal data to them; (iv) provide You with reasonable assistance in carrying out any legally required data protection impact assessments, complying with the rights of data subjects and complying with Your own data security obligations under applicable data protection legislation; (v) notify You without undue delay after becoming aware of a breach in respect of it; (vi) subject to this clause 10, on Your request either return or destroy it when the agreement ends; and (vii) on your written request, provide you with reasonable information necessary to demonstrate our compliance with this clause 10, which may include any available third party security audit reports.

10.7 We use a third-party provider of cloud-based data hosting, to host Swift R&D. We will store Your information in a cloud environment in an encrypted format. You acknowledge that any information entered into Swift R&D portal (including any personal information) will be transferred to the hosting provider (who may in turn provide the information to other parties), together the “Data Hosts“. As a result, your personal information may be transferred outside the country where you are located. This may include countries outside the European Economic Area (EEA) and countries that do not have laws that provide specific protection for personal information. You agree that in no event shall We be liable for any loss whatsoever, to include but not limited to loss of Your data arising from an act or omission, to include but not limited to a negligent or dishonest act or omission, of a Data Host, which may include the following:

10.7.1 Swift R&D Services being subject to scheduled or unscheduled downtime;

10.7.2 the failure (or absence) of measures to secure the information against accidental or unlawful loss, access or disclosure;

10.7.3 suspension of access to Swift R&D Services by the Data Host; or

10.7.4 erasure or modification of the uploaded information by the Data Host.

10.7.5 As an “End User” of the Data Host product, you agree not to do anything or omit to do anything that would give rise to our liability with the data hosting provider.

10.8 Further details of how We will process personal information are set out within Our Privacy Notice which can be found on Our website.

11. LIMITATION OF LIABILITY

11.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence; or fraud or fraudulent misrepresentation.

11.2 Subject to clause 11.1, We will not be liable to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill, and any indirect or consequential loss.

11.3 Subject to clause 11.1, Our total liability to You arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the Fees paid by You under this Contract.

12. CONFIDENTIALITY

12.1 We each undertake that We will not at any time during the Contract, and for a period of 12 months after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 12.2.

12.2 We each may disclose the other’s confidential information:

12.2.1 to such of Our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out Our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 12; and

12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 Each of Us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.

13. TERMINATION

13.1 Without limiting any of Our other rights, We may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to You if:

13.1.1 You commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified In Writing to do so;

13.1.2 You fail to pay any amount due under the Contract on the due date for payment;

13.1.3 You take any step or action in connection with You entering administration, provisional liquidation or any composition or arrangement with Your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of Your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

13.1.4 You suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of Your business; or

13.1.5 Your financial position deteriorates to such an extent that in Our opinion Your capability to adequately fulfil Your obligations under the Contract has been placed in jeopardy.

13.2 Termination of the Contract will not affect Your or Our rights and remedies that have accrued as at termination.

13.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

14. EVENTS OUTSIDE OUR CONTROL

14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under the Contract that is caused by any act or event beyond Our reasonable control (“Event Outside Our Control“).

14.2 If an Event Outside Our Control takes place that affects the performance of Our obligations under the Contract:

14.2.1 We will contact You as soon as reasonably possible to notify You; and

14.2.2 Our obligations under the Contract will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

14.3 You may cancel the Contract affected by an Event Outside Our Control. To cancel please contact Us. If You opt to cancel We will refund the price You have paid, less the charges reasonably and actually incurred by Us in performing the Services up to the date of the occurrence of the Event Outside Our Control.

15. GENERAL

15.1 Notice. Any notice or other communication given by one of us to the other under or in connection with the Contract must be In Writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email. A notice or other communication is deemed to have been received:

15.1.1 if delivered personally, on signature of a delivery receipt;

15.1.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

15.1.3 if sent by email, at 9.00 am the next working day after transmission.

The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

15.2 Assignment and Transfer

15.2.1 We may assign or transfer Our rights and obligations under the Contract to another entity.

15.2.2 You may only assign or transfer your rights or Your obligations under the Contract to another person if we agree In Writing.

15.3 Variation. Any variation of the Contract only has effect if it is In Writing and signed by You and Us (or our respective authorised representatives).

15.4 Complaints. If a problem arises or You are dissatisfied with the Services, please contact Us at info@swiftrnd.co.uk.

15.5 Entire Agreement. The Contract is the entire agreement between You and Us in relation to its subject matter. You acknowledge that You have not relied on any statement, promise or representation or assurance or warranty that is not set out in this Contract.

15.6 Waiver. If We do not insist that You perform any of Your obligations under the Contract, or if We do not enforce Our rights against You, or if We delay in doing so, that will not mean that We have waived Our rights against You or that You do not have to comply with those obligations. If We do waive any rights, We will only do so In Writing, and that will not mean that We will automatically waive any right related to any later default by You.

15.7 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

15.8 Third Party Rights. The Contract is between You and Us. No other person has any rights to enforce any of its terms.

15.9 Governing Law and Jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.