Terms & Conditions

Nova R&D Tax Claims Service

Nova is an online R&D tax credit service provided by Michael Price Associates Ltd.

Nova is an online tool to enable certain businesses to make R&D claims. To be eligible to use Nova you must be a UK registered limited company.

Michael Price Associates Ltd will use the information that you provide to assess your eligibility to use the Nova service. We will contact you to let you know if you are not eligible to use Nova and will discuss with you how we can assist in relation to making R&D claims outside of the Nova service.

Use of Nova is subject to Michael Price Associates Ltd's terms and conditions as set out below and Michael Price Associates Ltd's Privacy Notice and Cookie Policy.

Agreed Terms

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

this agreement: the agreement between you and us to use Nova subject to these terms and conditions

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.6 or clause 9.7.

Data: the raw data inputted by you on your behalf for the purpose of using the Services or facilitating your use of the Services.

Data Protection Legislation: up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter:

(a) unless and until the General Data Protection Regulation ((EU) 2016/679) (GDPR) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK; and then
(b) any successor legislation to the GDPR or the Data Protection Act 1998.

Documentation: the document made available to you by Michael Price Associates Ltd online via Nova or such other web address notified by Michael Price Associates Ltd to you from time to time which sets out a description of the Services and the user instructions for the Services.

Effective Date: the date on which you click accept in relation to the terms of this agreement.

Fees: the fees payable by you to Michael Price Associates Ltd for the Services as set out in 7.

MPA, we us, our: Michael Price Associates Ltd, company registration number 06257305.

Normal Business Hours: 9.00 am to 5.30 pm local UK time, each Business Day.

Nova: the R&D tax credit software tool made available to you via www.novataxcredits.co.uk

Renewal Period: the period described in clause 12.1.

Services: the R&D tax credit service provided by Michael Price Associates Ltd to you under this agreement via Nova or any other website notified to you by Michael Price Associates Ltd from time to time.

Support Services: telephone, email and online chat support services provided by Michael Price Associates Ltd during Normal Business Hours.

Tax: all forms of tax and statutory, governmental, state, federal, provincial, local, government or municipal charges, duties, imposts, contributions, levies, withholdings and liabilities.

Tax Group: you and any other company or companies or other corporate entity which have been, are or become members of the same group as you, or are otherwise connected or associated in any way with you.

Tax Saving means:

  • any loss, relief, allowance, credit, exemption or set-off for the purposes of Tax; or
  • any deduction in computing income, profits or gains for the purposes of Tax; or
  • any right to a payment or repayment of Tax or a payment or repayment in respect of Tax; or
  • any reduction or elimination of any liability to make an actual payment of corporation tax,

attributable to, or which benefits, you or any other member of the Tax Group and which is generated by or results from a claim for Research and Development Relief made on your behalf or on behalf of any other member of the Tax Group using the Services.

Term: the period from the Effective Date until the third anniversary of the Effective Date.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

You, your: the party using Nova subject to the terms of this agreement

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires:
(a) words in the singular shall include the plural and in the plural shall include the singular; and
(b) a reference to one gender shall include a reference to the other genders.

1.6 A reference to a statute or statutory provision:
(a) is a reference to it as it is in force as at the date of this agreement; and
(b) shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

1.7 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

2. User subscriptions

2.1 Subject to the terms and conditions of this agreement, MPA hereby grants to you a non-exclusive, non-transferable right, without the right to grant sub-licences, to use Nova during the Subscription Term solely for the purpose of making R&D tax credit claims.

2.2 You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of Nova that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and MPA reserves the right, without liability or prejudice to its other rights to you, to disable your access to Nova if any material that you upload to Nova breaches the provisions of this clause.

2.3 You shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Nova in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Nova; or
(b) access all or any part of Nova in order to build a product or service which competes with Nova; or
(c) use Nova to provide services to third parties without our prior written consent; or
(d) subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make Nova available to any third party; or
(e) attempt to obtain, or assist third parties in obtaining, access to Nova other than as provided under this clause 2; and
(f) remove or alter any trademark, logo, copyright or proprietary notices.

2.4 The provisions of clause 2 shall continue to apply following termination of this agreement.

3. Services

3.1 MPA shall, during the Term, provide the Services and make available the Documentation to you on and subject to the terms of this agreement.

3.2 In providing the Services to you MPA will not carry out any audit or other professional engagement for you.

3.3 For us to provide the Services to you:
(a) You must provide all information that we request promptly;
(b) That information must be accurate and complete;
(c) You must confirm that any assumptions that we make, and which are notified to you by us, are correct.

3.4 If you do not comply with your obligations under this agreement then we shall not be liable to you for any loss you may suffer as a result.

3.5 MPA shall use commercially reasonable endeavours to make Nova available 24 hours a day, seven days a week, except for planned maintenance carried out outside Normal Business Hours.

3.6 MPA will, as part of the Services and at no additional cost to you, provide you with MPA's standard customer Support Services during Normal Business Hours.

4. Data

4.1 You shall own all right, title and interest in and to all of your Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Data.

4.2 MPA shall follow its archiving procedures for Data. In the event of any loss or damage to your Data, your sole and exclusive remedy against MPA shall be for MPA to use reasonable commercial endeavours to restore the lost or damaged Data from the latest back-up of such Data maintained by MPA in accordance with MPA’s archiving procedure. MPA shall not be responsible for any loss, destruction, alteration or disclosure of Data caused by any third party.

4.3 MPA shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of your Data available at www.mpa.co.uk or such other website address as may be notified to you from time to time, as such document may be amended from time to time by MPA in its sole discretion.

4.4 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

4.5 The parties acknowledge that:
(a) if MPA processes any personal data on your behalf when performing its obligations under this agreement, you are the data controller and MPA is the data processor for the purposes of the Data Protection Legislation (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
(b) the personal data may be transferred or stored outside the EEA or the country where you and the Authorised Users are located in order to carry out the Services and MPA's other obligations under this agreement.

4.6 Without prejudice to the generality of clause 4.4, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to MPA for the duration and purposes of this agreement so that MPA may lawfully use, process and transfer the Personal Data in accordance with this agreement on your behalf.

4.7 Without prejudice to the generality of clause 4.4, MPA shall, in relation to any Personal Data processed in connection with the performance by MPA of its obligations under this agreement:
(a) process that Personal Data only on your written instructions unless MPA is required by the laws of any member of the European Union or by the laws of the European Union applicable to MPA to process Personal Data (Applicable Laws). Where MPA is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, MPA shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit MPA from so notifying you;
(b) assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(c) notify you without undue delay on becoming aware of a Personal Data breach; and
(d) maintain complete and accurate records and information to demonstrate its compliance with this clause 4.

4.8 Either party may, at any time on not less than 30 days' notice, revise this clause 4 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

5. MPA's obligations

5.1 MPA undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

5.2 The undertaking at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to MPA's instructions, or modification or alteration of the Services by any party other than MPA or MPA's duly authorised contractors or agents. If the Services do not conform to the foregoing undertaking, MPA will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 5.1. Notwithstanding the foregoing, MPA:
(a) does not warrant that your use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.3 This agreement shall not prevent MPA from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

5.4 MPA warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

6. Your obligations

6.1 You shall:
(a) provide MPA with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by MPA;
in order to provide the Services, including but not limited to Data;
(b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) carry out all of your other responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the parties, MPA may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) obtain and shall maintain all necessary licences, consents, and permissions necessary for MPA, its contractors and agents to perform their obligations under this agreement, including without limitation the Services; and
(e) be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

7. Charges and payment

7.1 You shall pay the Fees to MPA for the Services in accordance with this clause 7.

7.2 You agree to pay us a fee for each claim for Research and Development Relief submitted using the Services calculated on the basis of our published charging structure at the time you subscribe for the Services but which may include a percentage based upon any Tax Saving.

7.3 Our minimum fee is £99 + VAT per claim which shall be paid to us by direct debit on subscription for the Services and on each anniversary of subscription during the Term.

7.4 We shall issue invoices on an annual basis upon completion of the Services for each year during the Term and the amount of our invoices shall be either:
(a) deducted from the proceeds of the claim received from HMRC by us on your behalf; or
(b) collected by us from you by direct debit

at our option.

7.5 We shall remit the balance of the proceeds of the claim received by us from HMRC on your behalf to you, after deduction of our Fees in accordance with clause 7.2 within 2 Business Days of receipt.

7.6 If you abandon the Services or this agreement is terminated (other than acceptance by you of a repudiatory breach of contract by MPA) at any time after the Effective Date then you shall pay MPA as liquidated damages 40% of the average sums payable by you to us in respect of each of your financial years for which you have submitted a claim for Research and Development Relief using the Services multiplied by the number of financial years remaining during the Engagement Term (as defined by clause 12.1). If termination or abandonment occurs before the end of the first year of this agreement the fee for the Services shall be such sum as we reasonably estimate would have been payable had the first year of this agreement been completed multiplied by 1.7. We will credit against such liquidated damages for any sums received by us in respect of the uncompleted year in which termination or abandonment takes place.

7.7 For the purposes of clause 7.6, we shall deem the agreement abandoned by you on the earlier of you advising us that you no longer wish to proceed with the Services or our third reasonable attempt to contact you.

7.8 If we raise an invoice in accordance with clause 7.6, we shall be entitled to collect payment of that invoice from you by direct debit.

7.9 If MPA has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of MPA interest shall accrue on a daily basis on such due amounts at the rate of 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998 as amended, calculated from the due date for payment. If any payment by you is not received by us when due, or where a cheque or standing order or direct debit is not met, we may at our discretion, elect to charge you a fixed cost of £50 plus VAT, to cover the costs incurred by us in our initial attempts at recovery of such outstanding sums. We may exercise these rights at our discretion.

7.10 Insofar as we are permitted to do so by law or by the ACCA rules, MPA may also exercise a lien on all documentation pertaining to your matter (by retaining possession of such documentation) until all outstanding Fees and disbursements due to us are paid in full.

7.11 All amounts and Fees stated or referred to in this agreement:
(a) shall be payable in pounds sterling;
(b) are non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to MPA's invoice(s) at the appropriate rate.

7.12 MPA’s VAT number is 910043286.

7.13 If you do not accept that invoiced Fees are fair, reasonable and payable, then you must notify us in writing of such non-acceptance within 21 days of receipt of the relevant invoice, failing which you will be deemed to have accepted that the Fees are due and payable.

8. Proprietary rights

8.1 You acknowledge and agree that MPA and/or our licensors own all intellectual property rights in Nova, the Services and the Documentation. Except as expressly stated in this agreement, this agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of Nova, the Services or the Documentation.

8.2 MPA confirms that it has all the rights in relation to Nova, the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

9. Confidentiality

9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.

9.2 Subject to clause 9.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.

9.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

9.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

9.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

9.6 You acknowledge that details of the Services constitute MPA's Confidential Information.

9.7 MPA acknowledges that your Data is your Confidential Information.

9.8 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

9.9 The above provisions of this clause 9 shall survive termination of this agreement, however arising.

10. Indemnity

10.1 You shall defend, indemnify and hold harmless MPA against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of Nova, the Services and/or Documentation, provided that:
(a) you are given prompt notice of any such claim;
(b) MPA provides reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
(c) you are given sole authority to defend or settle the claim.

10.2 MPA shall defend you, your officers, directors and employees against any claim that Nova infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:
(a) MPA is given prompt notice of any such claim;
(b) you provide reasonable co-operation to MPA in the defence and settlement of such claim, at MPA's expense; and
(c) MPA is given sole authority to defend or settle the claim.

10.3 In the defence or settlement of any claim, MPA may procure the right for you to continue using Nova, replace or modify Nova so that it becomes non-infringing or convert your R&D tax claim to a manual service provided by MPA or, if such remedies are not reasonably available, terminate this agreement on 30 Business Days' notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.

10.4 In no event shall MPA, its employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:
(a) a modification of Nova, the Services or Documentation by anyone other than MPA; or
(b) your use of Nova, the Services or Documentation in a manner contrary to the instructions given to you by MPA; or
(c) your use of Nova, the Services or Documentation after notice of the alleged or actual infringement from MPA or any appropriate authority.

10.5 The foregoing and clause 11.2 states your sole and exclusive rights and remedies, and MPA's (including MPA's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

11. Limitation of liability

11.1 Nothing in this agreement excludes the liability of MPA:
(a) for death or personal injury caused by MPA's negligence; or
(b) for fraud or fraudulent misrepresentation
or any other liability that cannot be excluded or limited by law.

11.2 Subject to clause 11.1 MPA’s total aggregate liability to you, whether in contract, restitution, misrepresentation (whether innocent or negligent), tort (including without limitation, negligence), for breach of statutory duty or otherwise arising under or in connection with the Services shall in all circumstances be limited to the sum of £100,000 or such other sum as may be agreed in writing with you.

11.3 Subject to clause 11.1 MPA shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any directions or advice that we give to you.

11.4 Subject to clause 11.1 MPA will not be liable to you, whether in tort (including without limitation for negligence) breach of statutory duty, contracts, restitution, misrepresentation (whether innocent or negligent) or otherwise arising under or in connection with the Services for:
(a) loss of profit; or
(b) loss of sales or business; or
(c) loss of agreements or contracts; or
(d) depletion of goodwill or similar losses; or
(e) loss of anticipated savings; or
(f) loss or corruption of software, data or information; or
(g) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

11.5 MPA will not be liable for losses, costs, damages, penalties, surcharges, interest or additional tax liabilities which:
(a) are caused by the acts or omissions of any other person; or
(b) are due to the provision to us of incomplete, misleading or false information;
(c) arise as a result of MPA acting upon your instructions (unless those instructions are manifestly incorrect); or
(d) are caused by a failure to act on our advice or a failure to provide us with relevant information.

11.6 Any dates or timings quoted for the provision of the Services are for guidance only and whilst MPA shall aim to meet those dates and times, we shall not be liable if we do not meet them.

11.7 MPA shall have no liability to you under or in connection with the provision of Services unless you notify MPA in writing of the claim (with reasonable detail of the circumstances and amount claimed), within three years of the earlier of the date of completion of the Services or of MPA’s report as part of the Services (if relevant).

11.8 MPA will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the provision of the Services is delayed or withheld or concealed from or misrepresented to us. This applies equally to fraudulent acts, misrepresentation or wilful default on your part and/or your directors, officers, employees, members, agents or advisers. This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry beyond that which it would have been reasonable for us to have carried out in the circumstances.

11.9 You will indemnify MPA and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at MPA’s usual rates for the time that it spends in defending any such claim.

11.10 You will not bring any claim of any kind relating to the Services against any of our directors, employees, consultants, agents, shareholders or sub-contractors on a personal basis. Any claim arising out of or in connection with the Services will only be made against us although we may, if we choose seek an indemnity or contribution from any other person.

12. Term and termination

12.1 This agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue for the Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
(a) either party notifies the other party of termination, in writing, at least 60 days before the end of the Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the Term or applicable Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this agreement;
and the Term together with any subsequent Renewal Periods shall constitute the Engagement Term.

12.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 28 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so; or
(c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

12.3 Without affecting any other right or remedy available to us, MPA may terminate this agreement with immediate effect by giving written notice to you if:
(a) you take any step or action in connection with you entering into 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 you ceasing to carry on business or any analogous procedure;
(b) you suspend, or threaten to suspend, or cease or threaten to cease to carry on all or a substantial part of your business; or
(c) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under this agreement has been placed in jeopardy; or
(d) you fail to co-operate with us and fail to remedy that non co-operation within a period of 7 days after being notified in writing to do so; or we have reason to believe that you have provided us or HMRC with misleading information.

12.4 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate and you shall immediately cease all use of Nova, the Services and/or the Documentation;
(b) you shall immediately pay to us any outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.
(c) each party shall return and make no further use of any property, documentation and other items (and all copies of them) belonging to the other party;
(d) MPA may destroy or otherwise dispose of any of your Data in its possession in accordance with clause 4.7(b), unless MPA receives, no later than 10 days after the effective date of the termination of this agreement, a written request for the delivery to you of the then most recent back-up of your Data. MPA shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination);
(e) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; and
(f) any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the provision of any Services shall remain in full force and effect.

13. Professional rules and statutory obligations

13.1 MPA will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the ACCA and enters into this agreement with you on this basis. In particular you give us the authority to correct errors made by HMRC where we become aware of them. MPA will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. Copies of these requirements can be obtained from our offices. The requirements are also available at www.accaglobal.com/uk.

14. Identification

14.1 MPA is required to identify its clients and obtain satisfactory evidence to confirm the identity of its clients for the purposes of the UK anti-money laundering legislation and may request from you, and retain, such information and documentation as MPA considers necessary for these purposes. You agree to MPA making searches of appropriate electronic, on-line and other databases (including credit reference and fraud prevention agencies and the Electoral Roll) in connection with identifying you (which for these purposes includes directors and shareholders of limited companies and members of partnerships and LLPs) for anti-money laundering purposes. The agencies will record the details of the search and lenders may share these searches in order to prevent fraud.

15. Complaints

15.1 We are committed to providing you with a high quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of MPA’s service the Client should raise the matter with Steven Garrod at MPA’s registered office unless the complaint relates to him, in which event you should contact Michael Price. We will carefully and promptly investigate the complaint and take reasonable steps to rectify any defect in the service that has been provided to you. If you are not satisfied you may refer the complaint to the Association of Chartered Certified Accountants.

16. Force majeure

MPA shall have no liability to you under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, your failure to provide, in a timely manner, any information reasonably requested by us, strikes, lock-outs or other industrial disputes (whether involving the workforce of MPA or any other party), failure of a utility service or transport or telecommunications 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 sub-contractors, provided that you is notified of such an event and its expected duration.

17. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18. Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the 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.

19. Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20. Severence

20.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

20.2 If any provision or part-provision of this agreement is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. Entire agreement

21.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
21.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
21.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
21.4 Nothing in this clause shall limit or exclude any liability for fraud.

22. Assignment

22.1 You shall not, without the prior written consent of MPA, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

22.2 MPA may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

23. No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

24. Third party rights

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

25. Notices

25.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as entered in Nova.

25.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

26. Governing law

This agreement 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.

27. 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 agreement or its subject matter or formation (including non-contractual disputes or claims).

Acceptance of Terms and Conditions

We have read these terms and conditions and accept them. We acknowledge that this agreement will not have effect until MPA confirms that we are eligible to use Nova.