Claimer is a web application which is located at https://blog.claimer.com that files Research & Development tax credit claims on behalf of UK companies.
Claimer Tech Ltd is registered in England and Wales under registration number 11148907 and our principal place of business is at Claimer, Second Home, 68 Hanbury St, London E1 5JL ('we' or 'us').
We are registered with HMRC for Anti-Money Laundering Supervision, registration number XLML00000127874.
These Terms of Use ('Terms') apply to your ('Customer' and 'you' below) use of the website at https://blog.claimer.com ('Site') and any features or services ('Services') offered through it.
'Partner' is an individual or company that refers one or more clients to Claimer.
To use the Services you must agree to these Terms so please read them carefully. Please note that we may change or update these Terms. We will post any changes to our Site so please revisit every so often because we will assume that you agree with them if you continue to use the Services. If you do not agree to these Terms, you must not use our Site.
1. Confidentiality - It's Your Data
As we handle sensitive information about companies, we take our legal obligations to protect that information under the Data Protection Act 1998 and EU General Data Protection Regulation ('GDPR') very seriously. To understand exactly how we handle data, check our Privacy Policy.
We want to let you know that all data you upload to the Site is 100% yours. We’ll never share or make your data or information available to anyone without your explicit permission (other than a legal requirement such as a court order). We will use any contact details you provide to contact you about your claim or our products and services. You can opt-out of marketing communications at any time.
Your data is transmitted over a secure (TLS) connection and your credentials are encrypted and hashed - we don’t store any passwords. Your company data is stored securely, and only people you’ve assigned as collaborators can access your data, per the access permissions you assigned. We expect you to ensure that your collaborators, particularly those you give Admin access to, have strong passwords, ideally different to their social network site logins.
To enhance the service, we plan to provide you with aggregated data to help you to make data-driven decisions within your claim. For example, we could provide an estimated R&D percentage of an employee. To provide such a service, the Site needs to be able to access anonymised and aggregated R&D project data across thousands of companies. You agree for specific data points from your company profile and settings to be included in such aggregated data services in non-identifiable and anonymised form, for the mutual benefit of all Claimer customers.
2. Staff Access for Customer Support Purposes
Occasionally you may contact us for online help or customer support. In such instances, for example if you have a question about a particular expense, a staff member may require temporary access via our admin systems to your account and documents in order to help you.
3. Our Obligations
We will perform the services with reasonable skill and care. The services are provided solely for the purpose set out in this Agreement. Our obligations under this Agreement are concerned with performing the services as a means to achieve a successful outcome for a R&D Tax Relief claim submitted by you, however we do not make any representations about whether or not you will receive a full or partial refund.
From the point of submission and indefinitely afterwards, Claimer will assist in managing communication in the event of HMRC enquiries or an investigation in relation to a tax relief claim that it has prepared and filed on your behalf, provided the basis of the investigation or enquiry is not fraud or any other suspected criminal activity. Assistance will be in the form of tax and technical specialisation based on the knowledge we have of your company and the claim(s) in question, but we accept no responsibility or liability for the outcome. Claimer bears no obligation to assist beyond a final decision by HMRC. Should you wish to challenge a final decision made by HMRC, this is entirely your responsibility.
In the unlikely event that an R&D Tax Relief claim that Claimer prepares and files on your behalf is reduced or rejected, Claimer will lower its fee for those claim(s) on a proportional basis to the reduction.
4. Your Responsibilities
You are responsible for the accuracy and completeness of the information that you provide to us, including when determining eligibility for the R&D tax credits scheme. The accuracy of the R&D Tax Relief claim prepared by Claimer will depend on the accuracy and completeness of the responses that you provide.
By instructing us, you confirm that you are authorised to act on behalf of the company for whom the Services are being sought. You must notify us as soon as you are no longer authorised to act on the company’s behalf and we will terminate this contract.
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 the company tax return in order to receive funds from HMRC on your behalf. Any funds received from HMRC as a result of a R&D Tax Relief Claim will be deposited into Claimer Tech client bank account, ready to be paid to you minus our fee within one working day of cleared receipt.
You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ('Software'); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by us or authorised within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
5. Fees
Claimer's fee is 5% of any R&D Tax Credit and/or Corporation Tax benefit unless applying a promotional discount code.
Costs qualifying for SME R&D relief are usually revenue expenses and accounted for in the profit and loss account. However if costs qualifying for SME R&D relief are treated as capital assets by a client, Claimer will not include the benefit of receiving a tax deduction for the original cost of the assets under section 1308, CTA 2009. For the avoidance of doubt, Claimer will include the enhanced deduction of these capital assets in its fee calculations.
E.g. A Ltd spends £1,000 on software costs which are capitalised as intangible assets and fully qualify for SME R&D relief. None of the costs has been amortised. This reduces the taxable profits of A Ltd by £2,300 (£1,000 x 130% + £1,000 Section 1308 claim). However, Claimer will calculate its fees based on a benefit of £1,300 reduction in profits only.
Fees are calculated from the R&D Tax Credit and/or Corporation Tax recovered, before any reduction by HMRC for existing tax balances or monies owed by the company.
Our minimum fee is £2,000 + VAT ('minimum fee') and is contingent on the success the respective claim: if a claim is reduced, our fee is reduced proportionally. There is no fee payable in the unlikely event that a claim is unsuccessful.
Claimer’s maximum fee for any work undertaken is £10,000 ('maximum cap') per claim.
Only a single referral or service discount code can be applied to any one claim at a time. Referral discounts only apply for claims that exceed the minimum fee.
If the claim results in a payable tax credit, we will collect this payment on behalf of you. On cleared receipt of the tax credit payment from HMRC, we will transfer this sum minus our fee to your nominated bank account within 1 working day. We will follow up this payment with an invoice and receipt of payment.
If the claim is successful but does not result in a payable tax credit (rather that you elect to carry forward or back losses), we will send you an invoice for our fee, with payment due within 30 days.
Fees are exclusive of VAT.
Claimer reserves the right to change its pricing model at any time, but will honour any previously agreed pricing on completed or outstanding claims.
6. Value Added Tax
Claimer Tech Ltd is registered for VAT with number GB 320 7361 34.
7. Payment of Invoices
Fees are due on the delivery of our invoice without any deduction by way of set off, counterclaim or otherwise. We reserve the right to charge interest from the date of invoice on the outstanding balance of any invoice unpaid 30 days after its date at the rate specified in the Late Payment of Commercial Debts (Interest) Act 1998.
We reserve the right to recover, on a full indemnity basis, any costs incurred by us in collecting overdue payments.
8. Termination
You may terminate your instructions at any time (subject to these Terms of Use) on notice in writing. We may also withdraw from acting for you, but normally will only do so for professional reasons or arising from your failure to comply with these Terms of Use.
We will render an invoice to you which will become payable in accordance with these Terms of Use for all work carried out up to or in consequence of the conclusion of our contract with you.
9. Critical Dates
Once your claim is completed, we cannot accept an ongoing responsibility for reminding you of critical dates relating to matters such as R&D claim or corporation tax filing deadlines unless we have current and specific written instructions from you to deal with them prior to the critical date.
10. Copyright and Other Intellectual Property Rights
Unless otherwise specifically agreed in writing, we retain the copyright and other intellectual property rights in all written or other materials supplied to you. If materials prepared by us are passed on to or are disclosed by you to third parties, then you are liable for the payment of proper professional charges for their use and all expenses or losses incurred in enforcing our intellectual property rights.
11. Warranty and Disclaimer
We will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services and will perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by us or by third-party providers, or because of other causes beyond our reasonable control, but we will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
However, we do not warrant that the Services will be uninterrupted or error free; nor do we make any warranty as to the results that may be obtained from use of the Services.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED 'AS IS' AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
12. Indemnity
We will hold you harmless from liability to third parties resulting from infringement by the Service of any UK patent or any copyright or misappropriation of any trade secret, provided we are promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defence and settlement; We will not be responsible for any settlement it does not approve in writing.
The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by us, (ii) made in whole or in part in accordance with your specifications, (iii) that are modified after delivery by us, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where we continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where your use of the Service is not strictly in accordance with these Terms.
If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by us to be infringing, we may, at our option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for you a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate our agreement under these Terms and your rights hereunder and provide you a refund of any prepaid, unused fees for the Service.
13. Limitation of Liability
Our liability to you is limited to £500,000. Further, our liability is limited to losses, damages, costs and expenses caused by our negligence or wilful default. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities if you or others supply incorrect or incomplete information, or fail to supply any appropriate information or if you fail to act on our advice or respond promptly to communications from us or the tax authorities.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, WE AND OUR OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO US FOR THE SERVICES UNDER THESE TERMS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. Miscellaneous
If any reference in these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. Our agreement under these Terms is not assignable, transferable or sublicensable by you except with our prior written consent. We may transfer and assign any of our rights and obligations under these Terms without consent. Our agreement under these Terms is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of our agreement under these Terms and you do not have any authority of any kind to bind us in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and legal fees.
All notices under these Terms will be in writing and will be deemed to have been duly given when received, or if transmitted by email, the day after it is sent.
Our agreement under these Terms will be governed by the laws of England and Wales and we both agree to the exclusive jurisdiction of the courts of England and Wales.
15. How to Contact Us
If you have a question about these Terms of Use or a complaint, please email us at [email protected] and we will respond as promptly as we can, or in the time period prescribed by law, whichever is sooner.
