Terms of Use for Crunch Zero clients

These terms (“Terms”) govern our agreement with you in relation to our Crunch Zero subscription and Add-Ons (as defined below) subject to any additional terms that may be set out in the Service Descriptions (as defined below). These Terms may be updated from time to time and any changes will be binding on you on our giving you at least two weeks’ notice. You agree that your continued access to or use of the Services is confirmation that you agree to any changes to these Terms.

THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 14 (LIMITATION OF LIABILITY).

1. INTRODUCTION

1.1. We are E-Crunch Ltd (“Crunch”, “us”, “we” and “our”). E-Crunch Ltd is a company registered in England and Wales under company number 06014477 and its business and registered address is Telecom House, 125-135 Preston Road, Brighton, East Sussex BN1 6AF.

1.2. These 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 payments or annual subscription) featured on our website www.crunch.co.uk or https://accounts.crunch.co.uk.

1.3. Definitions. In these Terms, the following definitions apply:

Add-Ons

Any and all of the other value added services (as detailed in the individual Service Descriptions). The scope and availability of these services is continually updated.

Affiliate Services

Services offered by affiliated third parties including, but not limited to, insurance broking; investment and pension advice; and mortgage broking via applications developed independently by the respective affiliated third parties. Such services may be purchased on the basis of separate contracts with the affiliated third parties who are introduced by Crunch.

Business Day

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

Charges

The charges payable by clients for the supply of the Services and, where applicable, the Crunch Zero Add-Ons (which are payable in addition) in accordance with clause 6.

Commencement Date

Has the meaning set out in clause 2.2.

Contract

The contract between Crunch and the Client for the supply of the Services in accordance with these Terms and any Special Terms as set out in any Service Description.

Crunch Account

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

Crunch Software

Means the Crunch proprietary software developed and/or licensed by Crunch to provide the functionality for the Services.

Group Company

Means, in relation to Crunch only, any corporate entity, which is either a parent or subsidiary undertaking as defined in section 1162 of the Companies Act 2006.

Intellectual Property Rights

Patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Service Descriptions

The individual service descriptions for the Crunch Zero Add-Ons as featured on our website or notified to you from time to time (by email or otherwise).

Services

Our Crunch Zero subscription and any Add-Ons.

Terms

These terms as amended from time to time.

Written Notice

Shall comprise all written communication between Crunch and its Clients, that is delivered between the parties by (i) personal delivery, (ii) a nationally-recognised, next-day courier service, (iii) first-class registered or recorded mail with postage prepaid, (iv) fax, or (v) electronic mail. The communication will be delivered either to Crunch’s registered address or to the Client’s address as recorded by Crunch.

1.4. Construction. In these Terms, the following rules apply.

1.4.1. A reference to person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4.2. A reference to a party includes its personal representatives, successors or permitted assigns.

1.4.3. A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.4.4. Any phrase introduced by the terms including, include, in particular, such as or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.4.5. A reference to writing or written includes faxes, letters, emails and communication generated by Crunch’s systems applications.

2. FORMATION OF CONTRACT

2.1. Your application for a Crunch 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 Crunch Account to be created, you warrant that you are authorised to enter into the Contract.

2.3. We reserve the right, at our discretion, not to accept an application for a Crunch Account. The reasons may include, but not be limited to: technical constraints; you or your business having been banned by us from using the Services; or our inability to confirm adequately your identity; or for any other reason. No charge will be made for declined applications.

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. For this instance we reserve the right to issue a disengagement letter and cease to provide the subscription service.

2.5. The Crunch Zero subscription caters for companies with up to a maximum of:

(i)One(1)Director

(ii)One (1) Shareholder.

2.6. 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.

2.7. 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

3.1. Crunch shall supply the Services to you in accordance with these Terms in all material respects. Crunch shall have the right to make any changes to the Services which are necessary to comply with any applicable law, or which do not materially affect the nature or quality for the Services, and we shall notify you in any such event.

3.2. What is not included

3.2.1. The Services are not a comprehensive compliance support programme. The Services do not guarantee that your limited company is compliant with all rules and regulations imposed by law or regulatory authorities as particular rules and regulations may apply in your industry sector.

3.2.2. You may therefore need to take specialist advice based on your company’s industry type and particular needs and activities. You acknowledge that we do not guarantee that we will identify specialist areas, even if we are aware of your company’s industry type and particular needs and activities.

3.2.3. Crunch will not be liable for failing to identify any requirement you may have for specialist advice, nor for any decision you make not to seek specialist advice on a specific matter that we do draw to your attention.

3.2.4. The Services do not cover the maintenance or administration of bank accounts in a foreign currency. Only UK sterling bank accounts are accepted by the Services or if you have a non-sterling bank account in either Euro, United States Dollars, Canadian Dollars or Australian Dollars you must engage our bookkeeping service.

3.2.5. Crunch warrants to you that the Services will be provided using reasonable care and skill.

3.3. Accountancy for Limited Companies

The Crunch Zero subscription includes the following:

3.3.1. Access to Crunch accounting software(s) to record Expenses, raise and issue invoices.

3.3.2. VAT – need to identify bridging software.

3.3.2.1. All VAT registered limited companies must file VAT returns in accordance with the Government’s Making Tax Digital for VAT regime.

3.3.3. Companies House

3.3.3.1. You are not to make use of the Crunch registered office address as your company’s registered office address.

3.3.3.2. It is your responsibility to prepare and submit your company’s Annual Confirmation Statement with Companies House.

3.3.3.3. It is your responsibility to prepare and submit your company’s Annual Year End accounts with Companies House.

4. OBLIGATIONS

4.1. You shall:

4.1.1. Co-operate with Crunch in all matters relating to the Services including complying with any and all reasonable instructions provided by Crunch in relation to the same. If you decide not to comply with any instructions provided by Crunch, we accept no responsibility for any decisions you make or decide not to make;

4.1.2. Ensure that Crunch has complete and accurate information and keep your Crunch Software up to date at all times throughout the subscription period, including any changes to the company structure, business address and personal contact details;

4.1.3. If your company is VAT Registered, you must create an HMRC Business Tax Account, add VAT service to that account, enrol for Making Tax Digital (MTD) & file quarterly VAT returns with HMRC. Crunch will not act as your VAT agent.

4.1.4. Ensure that the Services are not abused or used for any immoral or illegal purpose or in any way that would bring Crunch into disrepute;

4.1.5. Open at least one pound sterling business account, with a UK-based bank, through which your company can process business transactions. You must ensure you have a business bank account.

4.2. You shall not:

4.2.1. Give any illegal or improper bribe, kickback, payment, gift, or thing of value to any Crunch employees or agents in connection with the Services;

4.2.2. Use any feature of the Services in any way that might infringe the rights or privacy of other users of the Services (either by hacking or other malicious means or otherwise);

4.2.3. Impersonate any person or entity, or falsely state or otherwise make available content that contains software viruses or any other computer code, files or programmes that could interrupt, destroy or limit the functionality of the Crunch Software, hardware or telecommunications equipment of Crunch, its users or affiliates; or

4.2.4. Reproduce, copy, sell, trade or resell all or any part of the Services for any purpose.

4.3. If Crunch’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”):

4.3.1. Crunch shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Crunch’s performance of any of its obligations;

4.3.2. Crunch shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Crunch’s failure or delay to perform any of its obligations as set out in this clause 5; and

4.3.3. The client shall reimburse Crunch on written demand for any costs or losses sustained or incurred by Crunch arising directly or indirectly from the Client Default.

4.4. The accuracy and completeness of the data entered into the Crunch Software, is wholly your responsibility and we are wholly dependent upon your entering this in a timely way, and upon any information or explanations we receive from you. We are under no obligation to identify, specifically, missing or incomplete information.

4.5. Company directors are wholly responsible for the registration, completion and filing of their own annual Self-Assessment Tax returns.

4.6. You have a legal responsibility to retain documents and records relevant to your tax affairs. Private Limited Companies must keep records for at least 6 years from the end of the last company financial year to which they relate. We may destroy correspondence, electronically or otherwise, which are more than 12 months old.

4.7. 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, Enhanced IR35 Review or Express Enhanced IR35 Review and/or the subsequent status determined by a tribunal or other hearing.

5. ACCESS, SECURITY AND DATA PROTECTION

5.1. You will not be able to use the Crunch Software and use the Services without a username and password.

5.2. You are ultimately responsible for administering and safeguarding any passwords created to control access to and your use of your Crunch Software. Please keep any password issued to you secure. If you choose to give another party access to your Crunch Software, you do so at your own risk and you shall remain liable to Crunch for complying with these Terms for the use of the Crunch Software and the Services and you shall indemnify Crunch in relation to any loss, damage or claim that may be suffered, incurred or brought as a result.

5.3. Crunch staff do not have access to any Client passwords. Read only access to your Crunch Software is available to specific staff members but is strictly controlled by passwords and IP address restrictions. The use of this access is for assisting you with your Crunch Software and for offering other support, as necessary.

5.4. Crunch do not have editing access to your Crunch accounting records without your authentication and permission. This access would be sought in exceptional circumstances and would not involve you having to reveal any of your login details.

5.5. You and we are separate Controllers for the purposes of the General Data Protection Regulation (Regulation (EU) 2016/679) and the Data Protection Act 2018 and each of us shall comply with all data protection legislation applicable to it (‘Data Protection Law’) when processing personal data in connection with the Services. Each party undertakes not to knowingly cause the other to breach Data Protection Law. In particular, you warrant that any disclosure of Personal Data to us complies with Data Protection Law including that you have obtained any consents required and out appropriate notices in place.

5.6. Our privacy policy explains how we process personal information received by us about you (if you are an individual) or your employees (if you are a company) in order to provide the Services and meet our own legal and regulatory obligations. In agreeing to these Terms, you acknowledge that you have read our privacy policy, as may be updated from time to time. You can always find the most up to date version of our privacy policy on our website.

6. CHARGES AND PAYMENT

6.1. Your subscription – Charges and Payment Terms: Subscription Charges for use of the Services are payable monthly. The subscription rates are posted on our website and we may vary these from time to time. Prices on our website are quoted in UK£ 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 recurring debit card payment in favour of Crunch for payment of monthly subscription fees.

6.2. Additional Charges are payable for Add-Ons which fall outside of the scope of the Services and the amounts payable shall be posted on our website from time to time. The current rate shall be notified to the Client in advance of subscribing to the Add-Ons. If you require a specific additional service, please ask your Client Managers for details. Crunch only accepts payments for additional services via secure payment links approved by us.

6.3. 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). Crunch may at any time, without limiting its other rights or remedies, set-off any amount owing to it by the Client against any amount payable by Crunch to the Client.

6.4. 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 Crunch to the Client, the Client shall, on receipt of a valid VAT invoice from Crunch, pay to Crunch such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. The Services rely upon the continuous payment of monthly subscriptions.

6.5. We shall be under no obligation to provide the Services if any subscription fee is not paid to us on time.

6.6. 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.

6.7. You shall notify Crunch of an intention to cancel your Crunch Account or your subscription to the Services at least 30 days before the next related direct debit payment is due to be processed.

6.8. We reserve the right to increase our Charges, typically (but without restriction) on an annual basis in April by an amount up to or equal to the Retail Price Index calculated and published by the Office of National Statistics. “All Items” are published that year by the Office of National Statistics.

7. RETURNING CLIENTS

7.1. If you are re-engaging Crunch within the 12 months in which you left the Service, we would normally re-enable your previous account and software and you would need to enter any missing data. If you do not wish this to happen you should contact us and request a new version of the Crunch Software. This new version of the Crunch Software would hold no historical data and you would be required to enter any previous trading activities back to the start of the accounting year in which you re-engaged Crunch.

7.2. In order for us to comply with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Criminal Finances Act 2017 we may be required to carry out identity verification checks before allowing you to use any of the Services again.

8. PARTNER SERVICES

8.1. Crunch has a range of partners that can provide services to you. Separate terms will apply to your use of any Affiliate Services.

9. INTELLECTUAL PROPERTY RIGHTS AND CRUNCH SOFTWARE LICENCE

9.1. 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 Crunch under or in connection with the Services shall at all times belong to and remain vested in Crunch or its licensors and, save as expressly provided hereunder, no proprietary rights or any other rights whatsoever are assigned, granted or shall otherwise pass to the Client. For the avoidance of doubt, Crunch boxed graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Crunch in the UK and/or other countries. They may not be used in connection with any other product or service that is likely to cause confusion.

9.2. In accessing your Crunch Software and the Services, you are entitled to use the Crunch Software for as long as you are subscribed to the Services. You recognise and agree that your right to access the Services is strictly on the basis of a restricted, non-exclusive, personal, non-transferable, revocable licence for the duration of your paid up subscription only.

9.3. The Client acknowledges that, in respect of any third party Intellectual Property Rights (which may be a feature of any Crunch Package Services and Add-Ons or otherwise), the Client’s use of any such Intellectual Property Rights is conditional on Crunch obtaining a written licence from the relevant licensor on such terms as will entitle Crunch to license such rights to 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.

9.4. You shall not:

9.4.1. Remove or alter the conditions of use, any copyright notices and other identification disclaimers as they may appear on the website, or in any print format; or

9.4.2. Provide any content by electronic means to any person other than an authorised user; or

9.4.3. Alter or change any part of the content.

10. CONFIDENTIALITY

10.1. 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 10 shall survive termination of the Contract.

11. ANTI-MONEY LAUNDERING AND OTHER REGULATIONS

11.1. Crunch must comply with The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002 and the Terrorism Act 2000. Crunch Accounting Ltd also observes the bye-laws, regulations and ethical guidelines of the ACCA with respect to anti-money laundering regulations. This compliance requires us to carry out identity verification checks before allowing the use of the Services and when purchasing any add-on services. Crunch is must carry out identity verification checks on an ongoing basis during the term of our Contract with you. We may request and retain from you such information and documentation as we require for these purposes and/or make searches of appropriate databases and to report, in accordance with the relevant legislation and regulations. Carrying out an identity verification check will place a soft footprint on your credit file. However it will not affect your credit rating in any way.

11.2. If we cannot adequately confirm your identity in accordance with the Regulations described in 11.1, we reserve the right to refuse your use of the Services.

11.3. We have a duty under Section 330 of the Proceeds of Crime Act 2002 to report to the National Crime Agency if we know, or have reasonable cause to suspect, that you or anyone connected with your business are or have been involved in money laundering. Failure on our part to make a report where we have knowledge, or reasonable grounds for suspicion would constitute a criminal offence. We are obliged by law to undertake this reporting to the National Crime Agency, but are under no obligation to make you aware of this reporting. In fact, we may commit the criminal offence of “tipping off” under Section 333 of the Proceeds of Crime Act 2002 if we were to inform you that a report had been made. In consequence, neither Crunch’s principals nor staff may enter into any correspondence or discussions with you regarding such matters.

11.4. The act of money laundering is defined in Sections 327, 328, 329 and 340(11) of the Proceeds of Crime Act 2002 and includes:

11.4.1. Concealing, disguising, converting, transferring or removing criminal property;

11.4.2. Arranging the acquisition, retention, use or control of criminal property by or on behalf of another person; and

11.4.3. Acquiring, using and possessing criminal property.

11.5. 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 by-laws, regulations and ethical guidelines of the ACCA in this respect.

11.6. Crunch complies with the Criminal Finances Act 2017 and operates adequate procedures and controls aimed at preventing its staff, clients and other affiliates from facilitating tax evasion.

11.7. Crunch complies with the Bribery Act 2010 and operates adequate procedures and controls aimed at preventing bribery in its business dealings.

YOUR ATTENTION IS PARTICULARLY DRAWN TO CLAUSE 12

12. WARRANTIES AND LIMITATION OF LIABILITY AND INDEMNITY

12.1. The Client warrants and undertakes that:

12.1.1. it has all requisite power and authority to execute, deliver and perform its obligations in accordance with these Terms;

12.1.2. that it shall comply with all applicable laws and regulations of any competent authority as they apply to the Services and

12.1.3. it has provided and will continue to provide Crunch all relevant and accurate information as to the Client's business and needs in relation to the Contract.

12.2. 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.

12.3. 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.

12.4. Nothing in these Terms shall limit or exclude Crunch’s liability for:

12.4.1. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

12.4.2. Fraud or fraudulent misrepresentation.

12.5. Subject to clause 12.4, Crunch shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

12.5.1. loss of profit (whether direct or indirect);

12.5.2. loss of sales or business;

12.5.3. loss of agreements or contracts;

12.5.4. loss of anticipated savings;

12.5.5. loss of use or correction of software, data or information;

12.5.6. loss of goodwill;

12.5.7. any regulatory fines (total or incremental) arising from circumstances occurring prior to appointment; or

12.5.8. any indirect or consequential loss arising under or in connection with the Contract.

12.6. Subject to clause 12.4, Crunch’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.

12.7. The Client agrees that all the limitations and exclusions of liability in favour of Crunch have been drawn to its attention and are reasonable in the circumstances under which the Services are to be performed. In the event that a court of competent authority does not agree that the provisions of clause 12.6 shall apply and in any event, subject to clauses 12.4 and 12.5 and this clause, Crunch’s total liability shall not exceed the limits of the professional indemnity insurance that it maintains from time to time.

12.8. You shall remain solely and fully responsible for any breach of your obligations under these Terms and the consequences of any such breach, expressly acknowledging that Crunch has no responsibility to you or to any third party for such breaches or the consequences of such breaches and that you shall indemnify Crunch in relation to the same in accordance with clause 12.9.

12.9. INDEMNITY: The Client hereby undertakes and agrees to indemnify Crunch and keep it fully indemnified for and against any and all costs, losses, damages, expense and/or liabilities (including, without limitation, any legal fees and expenses) which may be suffered or incurred by Crunch arising out of or in connection with (i) any breach of the Client’s undertakings or obligations set out in these Terms, and/or (ii) the Client’s negligence, fraud or misconduct.

12.10. This clause 12 shall survive termination of the Contract.

13. TERMINATION

13.1. The Client shall be deemed to have terminated the Contract if the Client cancels their subscription to the Services or fails to pay Crunch for a subsequent renewal when due.

13.2. Crunch may terminate the Contract at any time by giving the Client not less than one (1) month’s Written Notice.

13.3. Crunch may terminate the Contract with immediate effect, at Crunch’s sole discretion, any of the events described in clause 13.8 occur.

13.4. The Client may terminate the Contract at any time by giving Crunch not less than one (1) month’s prior Written Notice.

13.5. 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:

13.5.1. Subject to clause 13.6, commits a material breach of the Contract and shall, in the case of any remediable breach, fail to remedy the same within 14 business days of receipt of a written notice from the non-breaching party requiring such remedy; and/or

13.5.2. Is unable to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986) or otherwise becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other party (other than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the other party’s assets or the other party enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction or if it ceases to trade or threatens to cease trade.

13.6. For the avoidance of doubt, failure by the Client to pay any Charges due to Crunch in full in cleared funds by the due date shall constitute a material breach of the Contract (see clause 13.8). Failure by the Client to pay the Charges to Crunch in cleared funds by the due date shall entitle Crunch to terminate the Contract immediately.

13.7. Without limiting its other rights or remedies, Crunch may suspend provision of the Services under the Contract or any other contract between the Client and Crunch if the Client becomes subject to any of the events listed in clause 13.5.2 or Crunch reasonably believes that the Client is about to become subject to any of them.

13.8. The events referred to in clause 13.2 above, which shall entitle Crunch to terminate the Contract with immediate effect by written notice (which may be given by email) include, without limitation:

13.8.1. Non-Payment – where your Crunch Account has been suspended and you have not paid us within one month or where your direct debit has failed more than once in a financial year;

13.8.2. Abusive Behaviour and discrimination - use of racist, abusive, homophobic or sexist language or any other threatening or inappropriate conduct directed at our staff or third parties;

13.8.3. Incompatibility - where it becomes apparent that the Client’s business is incompatible with the Crunch Basic Service due to, by way of non-exhaustive examples, the:

(i) abnormal size of the company;

(ii) number of transactions per month;

(iii) operation of non-pound sterling bank accounts;

(iv) inclusion of non-ordinary shares in the company’s capital;

(v) existence of stock and/or work-in-progress assets;

(vi) engagement in factoring transactions; and

(vii) existence of investments in subsidiaries and/or other affiliated companies.

13.9. Consequences of Termination

13.9.1. On termination of the Contract for any reason:

13.9.1.1. The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

13.9.1.2. Clauses which expressly or by implication survive termination shall continue in full force and effect.

13.9.2. Termination will result in the closure or suspension of your Crunch Account.

13.9.3. Any data you have in your Crunch Software would need to be exported prior to closure.

  1. FORCE MAJEURE

14.1. For the purposes of this Contract, Force Majeure Event means:

14.1.1. COVID-19 (or similar virus), epidemic or pandemic (whether foreseen or not); and/or

14.1.2. an event beyond the reasonable control of Crunch including, but not limited to, strikes, lock-outs or other industrial disputes (whether involving the workforce of Crunch or any other party), failure of a utility service (including the Internet) or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, epidemic, pandemic, COVID-19 (or similar virus) or default of suppliers or subcontractors.

14.2. Crunch 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.

14.3. If the Force Majeure Event prevents Crunch from providing any of the Services for more than 10 weeks, Crunch shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.

15. GENERAL

15.1. Assignment and other dealings: Crunch may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to a Group Company or any other third party or agent.

15.2. The Client shall not, without the prior written consent of Crunch, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

15.3. 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.

15.4. Crunch aims to provide the service in good faith at all times but we recognise that, even with the best intentions and systems, things do not always live up to expectations. We deeply regret any times where this is cause for complaint. If you are unhappy with the Services, we'd like the opportunity to investigate before you considering social media or public review sites if possible. If you are not satisfied or would like to escalate your complaint further, please put it into writing to complaints@crunch.co.uk. Further details of our complaints procedure can be found in the Help Centre which can be accessed via your Crunch Software or by visiting help.crunchzero.co.uk.

15.5. In observing the by-laws, regulations and ethical guidelines of the ACCA, Crunch Accounting Ltd follows the ACCA’s code of ethics and conduct and complaints procedures. The following link provides information on these: http://www.accaglobal.com/ubcs/en/footertoolbar/contact-us/make-a-complaint-about-an-acca-member.html.

15.6. Notices

15.6.1. Any notice or other communication given to a party under or in connection with the Contract shall be in the form of a Written Notice, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause. We will communicate with you and with third parties via email or by other electronic means, unless another method is more appropriate. You will be responsible for virus-checking emails and any attachments.

15.6.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address recorded on your Crunch Account; if sent by pre-paid first class post or other next working day delivery service, at 9.00am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.

15.6.3. You agree that Crunch may send you notices via email, regular mail or alerts within the Services.

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

15.7. 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.

15.8. 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.

15.9. 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.

15.10. Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

15.11. Entire Agreement. The contract constitutes the entire agreement between the parties in relation to its subject matter. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Crunch, which is not set out in the Contract.

15.12. Variation. Except as set out in these Terms, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Crunch.

15.13. Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales. We and you agree to attempt to resolve any dispute amicably by speaking to one another before resorting to any legal action.

15.14. 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).