Practice terms

1. About these terms

The Service is operated by Taxley UK LLP, a limited liability partnership registered in England and Wales (LLP no. OC461735), registered office 27 Old Gloucester Street, London, WC1N 3AX ("Taxley", "we", "us", "our"). "You" means the practice that holds the practice account.

• Business use only. A practice account is for use in the course of your trade, business or profession. By opening one you confirm that you are acting for your business and not as a consumer. The consumer provisions of the Terms of service — the 14-day cancellation right in section 10, and the consumer statements in sections 15 and 21 — do not apply to a practice account.
• How these terms fit with the Terms of service. These practice terms add to the Terms of service. If they conflict, these practice terms apply to your practice account.
• Authority to accept. The person who opens the practice account confirms that they are authorised to accept these terms on behalf of the practice.
• Team members. Each team member accepts the Terms of service and Privacy policy for their own account when they join. These practice terms bind the practice.

2. Definitions

Words defined in the Terms of service (such as Service, Return, Filing, Your Data and Authorities) mean the same here. In addition:

• Practice — the firm, company, partnership or sole practitioner that holds the practice account.
• Owner — the person who opened the practice account. The practice's Clients and credits are held on the Owner's account.
• Admin and Staff — people who have joined the Practice by invitation. Team members means the Owner, Admins and Staff.
• Client — a company for which the Practice uses the Service.
• Client Personal Data — personal data about individuals connected with your Clients that you or your team members enter, upload or import into the Service, or that the Service creates from it (see section 11).
• Credit — a prepaid unit that pays the filing fee for one Return. A Pack is a bundle of Credits bought together.
• Data protection law — the UK GDPR and the Data Protection Act 2018.

3. What a practice account is for

A practice account lets your team members use the Service to prepare Returns for your Clients and, on your instruction, transmit them to HMRC as your Client's agent. For a practice account, the following changes apply to the Terms of service:

• Section 3 (What the Service is). You may use the Service to prepare and file Returns for Clients who have authorised you (see section 5). We remain a software provider: we are not your Client's accountant, tax adviser or agent, and we have no contract with your Clients. Your engagement terms, fees and professional duties are a matter between you and them.
• Section 11 (Acceptable use). You may prepare and file Returns with the Service as part of the services you provide to your Clients. You must not use a practice account for a company that has not authorised you, share it with another firm, or resell access to the Service itself.
• Section 13 (Intellectual property). Our licence covers preparing and filing your Clients' Returns as well as your own company's.

Live Returns are submitted to HMRC using your own agent Government Gateway credentials, which you enter for each submission. We never keep your Government Gateway password: it is held in encrypted form only while the submission is sent (if sending fails, that encrypted record is deleted within three days), and it is removed from the copy of the submission we keep. Your Gateway user ID is kept, encrypted, in that submission record. You can file a Client's accounts at Companies House from its filing page, using that Client company's authentication code; we do not file confirmation statements.

4. Your team

• Roles. A Practice has one Owner. The Owner and Admins can invite people, re-send or cancel invitations, change a team member's role, remove team members, change practice settings, buy Packs, view receipts and record an offline client approval. Staff can work on Clients and Returns, including adding and importing Clients, paying for Returns with Credits, requesting client approval and submitting Returns.
• Invitations. An invitation is sent to one email address, can be used once and expires after 7 days. It must be accepted from a Taxley account with that email address. A person can belong to only one practice at a time.
• You are responsible for your team. You are responsible for everything your team members do in the practice account as if you had done it yourself, including the Returns they submit and the Credits they use. Give access only to people who need it, and remove them promptly when they should no longer have it.
• Removing and leaving. The Owner or an Admin can remove a team member, and a team member can leave. Once removed, a person can no longer see or work on the Practice's Clients. Their own Taxley account continues under the Terms of service. The Owner cannot be removed, demoted or leave the Practice. The Service does not currently let you transfer the Owner role; contact us if the Owner needs to change.
• Clients stay with the Practice. Clients added by any team member are held on the Owner's account, and they stay there when a team member leaves or is removed.
• Practice details. The agent name and agent reference in your practice settings are used as the agent details on Returns you file. Keep them accurate.

5. Your authority to act for each Client

Each time you or a team member files a Return for a Client, you confirm that:

• the Client has authorised you to act as its agent for Corporation Tax — through HMRC's online agent authorisation or a signed form 64-8 — and that authorisation is in place with HMRC;
• you have an engagement with the Client, such as an engagement letter, that covers preparing and filing the Return;
• the Client has approved the Return before it is submitted live to HMRC;
• the declaration (CT600 boxes 975, 980 and 985) is made by a person the Client has authorised to make it — for example a director or the company secretary, or you where the Client has specifically authorised you to — and that person's name and status are entered correctly; and
• you can produce evidence of all of this if we, the Client or HMRC ask for it.

HMRC gives software no way to check an agent authorisation, and Taxley does not check it. The agent-authorisation checklist on each Client's page is a record for your own use: it does not allow or block a filing, and we do not verify what you enter in it.

6. The client-approval tool

The Service includes an optional tool for getting and recording a Client's approval of a Return. It helps you keep a record. It does not replace your own professional obligations or engagement procedures.

• Requiring approval. The Owner or an Admin can turn on "require client approval" in practice settings. While it is on, the Service will not submit a Return live to HMRC unless the Return has a client approval that matches its current figures and attachments. It does not affect payment or test submissions. While it is off, you are still responsible for getting your Client's approval (section 5).
• Approval links. You can send an approval link to the email address you give for the Client. The recipient can review the Return and its documents and then approve or decline it by typing their name and role; a reason is needed to decline. A link can be answered once, expires after 14 days, is replaced if you send a new request, and can be cancelled. Anyone who has the link can use it, and we do not verify the identity of the person who responds, so make sure you send it to the right person.
• What we record. We record the response, the name and role typed, any comment, the time and the IP address it came from, and show this to your team. If a team member answers an approval link themselves, that is recorded and shown.
• Changes after approval. If the figures or attachments change after the Client approves, that approval no longer counts and you need to ask again.
• Offline approval. The Owner or an Admin can record that a Client approved a Return outside the Service, with a note of how. You are responsible for keeping evidence of that approval.

7. Your professional responsibilities

Sections 6 (Not tax or accountancy advice) and 7 (Your responsibilities) of the Terms of service apply to every Client Return. In particular, as the professional preparing and filing the Return:

• you are responsible for the accuracy and completeness of the figures, for the accounting treatments and tax positions taken, and for reviewing each Return with your own professional judgement before it is filed. The Service provides tools and automated calculations, not advice;
• you are responsible for filing on time and for telling your Client what tax is due and when. Check any deadline shown in the Service against your own records;
• you remain responsible for your own professional and regulatory obligations, such as client identification and anti-money-laundering checks and the rules of any professional body you belong to; and
• you must keep your team members' sign-in details secure, and keep your own records of what you filed for each Client.

8. Credits

You can pay for Returns with prepaid Credits. The Packs currently available, at their standard prices, are:

Prices are in pounds sterling (£). No VAT is charged, because Taxley UK LLP is not registered for VAT. If a promotional discount is running, the discounted price is shown at checkout. The price shown at checkout when you pay is the price that applies to that Pack.

• Buying. Only the Owner or an Admin can buy Packs. You pay Taxley UK LLP by card (or another payment method shown at checkout), and payment is processed by Stripe. Credits are added once the payment succeeds, and a receipt is emailed to the person who bought the Pack. Credits are held on the Owner's account and are shared by the whole team.
• Using Credits. One Credit pays the filing fee for one Return. While your balance is above zero, a Credit is used automatically whenever a team member pays for a Return, and you cannot choose to pay by card instead. Dormant (nil) Returns are the exception: they never use a Credit and are charged by card at the dormant price shown at checkout. When your balance is zero, the fee is charged by card at the price shown at checkout.
• When a Credit is used. A Credit is used at the payment step, which comes before the Return is submitted and before any client approval is checked. Submitting the same Return again, for example after a rejection, does not use another Credit.
• Expiry. Purchased Credits are valid for 12 months from the date of purchase. Each Credit you use counts against the Pack that expires soonest, and any Credits from a Pack that are still unused when it expires are removed from your balance. Expiry dates are shown on the billing page and on each receipt.
• Credits we add. We may add Credits to your balance free of charge, for example to put a problem right. They do not expire unless we tell you otherwise when we add them, and your purchased Credits count as used before them.
• No cash value. Credits have no cash value, cannot be transferred to another practice or account, and can only be used to pay filing fees in the Service.
• Price changes. Changes to Packs, prices or validity periods do not affect Credits you have already bought.

9. Refunds, reversals and closing your account

• Payments for Packs are non-refundable, and used Credits are not returned, except as set out in this section or where the law requires otherwise.
• If a submission paid for with a Credit fails for a reason attributable to the Service (rather than to your figures, your credentials, your Client's authorisation or an Authority's systems), you may submit that Return again without using another Credit, or ask us to return the Credit to your balance.
• If you pay for a Return and then do not submit it — for example because your Client declines to approve it — or you delete a Return after paying for it, the Credit is not returned automatically. Contact us and we will consider returning it.
• Paying before HMRC can accept a Return. If HMRC can't yet accept Returns for a period (for example while it hasn't published the format they need) and we can file the accounts at Companies House, you may choose to pay for the Return before then. The accounts can then be filed at Companies House straight away. The CT600 is filed with HMRC once HMRC can accept it and you submit it: we can't give a date for that, and we'll email you when it can be filed. Until the CT600 is sent to HMRC, you can ask us to return the Credit to your balance (or, for a card payment, for a refund). Any Corporation Tax is still payable to HMRC by its usual due date.
• If we refund a Pack payment in full, or the payment is reversed through your card provider (a chargeback), the Credits bought with that payment are cancelled and we may reduce your balance by up to that number of Credits (but not below zero).
• If you close your practice account, or we end it because you have broken these terms, any unused Credits are cancelled and are not refunded. Use them, or let them expire, before you close the account.

10. Data protection: who does what

For Client Personal Data, your Practice is the controller and we act as your processor: we process it only to provide the Service to you, on your instructions and under the data-processing terms in section 11. For a practice account, this replaces the statement in section 14 of the Terms of service that the company is the controller of the tax data entered for its Return.

We are a controller, under our Privacy policy, for:

• the account details of the Owner and of each team member;
• billing, payment, Credit and receipt records;
• security and audit logs, and information we use to keep the Service secure and prevent misuse and fraud;
• website visit logs, including visits to client approval pages; and
• records we keep after an account is closed to meet our own legal obligations or to establish, exercise or defend legal claims (see "Deletion and return" in section 11).

As controller of Client Personal Data, you are responsible for having a lawful basis to give it to us; for giving your Clients, and their directors and contacts, any privacy information the law requires — including that you use Taxley; for entering only the personal data needed; and for the lawfulness of your instructions. The Service is not designed for special category or criminal offence data, and you must not enter it.

11. Our data-processing terms

This section applies to Client Personal Data and is intended to meet Article 28 of the UK GDPR.

• Your instructions. We process Client Personal Data only on your documented instructions, including as regards any transfer outside the UK. Your instructions are these practice terms and the actions you and your team members take in the Service — for example adding a Client, sending an approval request or instructing a submission to HMRC. If UK law requires us to process Client Personal Data in another way, we will tell you before we do so, unless that law forbids it. We will tell you promptly if we think an instruction breaks data protection law.
• Confidentiality. Everyone we authorise to process Client Personal Data is bound by a duty of confidentiality.
• Security. We take appropriate technical and organisational measures under Article 32 of the UK GDPR. They include encryption at rest of personal and identity fields and of the documents we generate; TLS-only connections; least-privilege access; approval and invitation links made from random tokens that we store only in hashed form; Government Gateway passwords removed from every submission record we keep; access limited to the Practice's current team members; and an audit log of key actions. Our Security page has more detail.
• Sub-processors. You give us general written authorisation to use sub-processors. We currently use Hostinger for server hosting and email delivery (including approval and invitation emails), with the server located in the United Kingdom (London). We will tell the Owner before we add or replace a sub-processor that processes Client Personal Data, so that you have the opportunity to object. If you object on reasonable data-protection grounds and we cannot address your objection, you may close your practice account (section 13). We use sub-processors only under a written contract that imposes data-protection obligations meeting the requirements of Article 28 of the UK GDPR, and we remain responsible to you for how they meet them.
• Recipients that are not sub-processors. When you instruct a submission, we send the Return to HMRC. When you search for or import Clients, we look up company details on the public Companies House register. HMRC and Companies House act under their own legal powers and are not our sub-processors. Stripe processes card payments for your account as described in our Privacy policy; we send Stripe amounts and internal reference numbers, not Client Personal Data.
• International transfers. We host the Service in the UK. We will not transfer Client Personal Data outside the UK except on your instructions and using an approved transfer mechanism, as described in section 5 of our Privacy policy.
• Individuals' rights. You can view, correct and export Client data in the Service, and delete unfinished Returns yourself. If you need further help to respond to a request from an individual, contact us and we will help. If we receive a request directly from an individual about Client Personal Data, we will pass it to you rather than answer it ourselves, unless the law requires otherwise.
• Personal data breaches. We will tell you without undue delay after becoming aware of a personal data breach affecting Client Personal Data, and give you the information we have that you reasonably need to meet your own obligations, including any report to the Information Commissioner's Office (ICO).
• Other assistance. Taking into account the nature of the processing and the information available to us, we will give you reasonable help with your obligations under Articles 32 to 36 of the UK GDPR: security, breach notification, data protection impact assessments and prior consultation with the ICO.
• Deletion and return. At any time before you close your practice account, you can download the documents for each Return, export your Client list as a CSV file, and export the account's data from the My data page. When the Owner closes the account (after removing all other team members), we delete the stored documents and the unfinished Returns held in it. For Returns that were paid for or accepted by HMRC, we keep a minimal record — including the figures, submission and payment records and any client-approval record for that Return, with the Client company's name, UTR, registered office address and declarant's name removed — for the retention period in our Privacy policy (generally six years). We keep those records as a controller, to meet our own legal obligations and to establish, exercise or defend legal claims.
• Information and audits. We will make available to you the information reasonably needed to show that we meet this section, and allow audits and inspections by you or an auditor you appoint — on reasonable written notice, no more than once in any 12-month period unless a personal data breach or a regulator requires it, at your cost, and subject to reasonable confidentiality and security conditions.

Details of the processing

• Subject matter and duration: providing the Service to your Practice, for as long as the practice account is open and then as described under "Deletion and return".
• Nature and purpose: storing and organising Client records; preparing Returns, computations, accounts and related documents; sending approval requests and recording responses; showing filing and payment deadlines; looking up company details on the Companies House register; and transmitting Returns to HMRC when you instruct us to.
• Types of personal data: names, roles and contact details of Client directors, company secretaries, other officers and contacts; the name and status of the person making the declaration; approval responses (name and role typed, comment, time and IP address); company identifiers and addresses that may relate to individuals, such as a UTR or a registered office at a home address; financial figures that relate to individuals, such as directors' loans or remuneration; notes you enter; and anything in documents you upload.
• Individuals concerned: directors, company secretaries, other officers, shareholders and contacts of your Clients, and any other individual whose details you enter or upload.

12. Liability and indemnity

Sections 15 (Disclaimers and limitation of liability) and 16 (Indemnity) of the Terms of service apply to your practice account, with these additions:

• The limit on our total liability in section 15 applies to your Practice and all its team members together: it is the total fees your Practice paid us, including for Packs, in the 12 months before the event giving rise to the claim.
• We are not liable for claims your Clients make against you, or for losses arising from a Return filed without your Client's authority or approval, or from your professional advice or judgement.
• The indemnity in section 16 also covers reasonable losses, claims and costs we suffer because of a claim by one of your Clients or any other person arising from your use of the Service for that Client, a Return filed without proper authority, or your breach of data protection law or of these terms.
• These limits also apply to claims under our data-processing terms, to the extent the law allows. Nothing in these terms excludes or limits liability that cannot be excluded or limited by law, including for death or personal injury caused by negligence, or for fraud.

13. Suspension and termination

• You can close the practice account at any time. The Owner must first remove all other team members, and can then close the account and delete its data from the My data page. Section 11 explains what we keep.
• A team member can leave the Practice at any time. That does not close the practice account.
• We may suspend or end the practice account, or a team member's access, in the circumstances set out in section 17 of the Terms of service, or if we reasonably believe the account is being used to file for companies that have not authorised you.
• Sections 9, 11 ("Deletion and return"), 12 and 15 continue to apply after the account ends.

14. Changes to these terms

We may update these practice terms from time to time, for example when we change Packs or prices or when the Service changes. We will post the updated version here with a new date and, for material changes, take reasonable steps to tell the Owner before they take effect. Continuing to use the practice account after a change takes effect means you accept the updated terms. If you do not accept them, you may close the account (section 13).

15. Governing law and general

These practice terms and any dispute arising from them are governed by the laws of England & Wales and subject to the exclusive jurisdiction of its courts. Section 20 (General) of the Terms of service applies to these practice terms as well. Your Clients are not parties to these terms and have no rights under them.

16. Contact

Questions about these terms or your practice account: support@taxley.co.uk. Data-protection matters, including requests about Client Personal Data: hello@taxley.co.uk. You can also use the Contact page.