These are the Terms and Conditions governing the sale of a VAT Refund (as defined below) by You (meaning the company identified in the relevant Confirmation), to Us (meaning (1) A1T1 Ltd, a company registered in England and Wales with company number 12591710 or Adsum Ltd company registered in England and Wales with company number 14246316, and (2), and Adsum Technologies Ltd, a company registered in England and Wales with company number 12471071 and acting as tax agent, each at 1 Lyric Square, London W6 0NB, and/or (3) such other company that provides you with the Service as notified to You).
1. These are the definitions used in these Terms and Conditions.
Bank Account means Your main and principle business account which You have notified Us for the receipt of InstantVAT Faster Refunds;
Confirmation means the email You will receive from Us confirming the following:
- The amount of InstantVAT Faster Refunds that You will receive;
- The relevant tax period for the InstantVAT Faster Refunds;
- The name of the entity purchasing Your VAT Refund; and
- The Fee;
InstantVAT Faster Refunds means the VAT Refund that is provided to Your Bank Account for the purchase by Us of the VAT Refund for the period as specified in the relevant Confirmation, less the Fee and Shortfall (if any);
Fee means a fee in addition to the value of the VAT Refund (which is inclusive of an intermediary fee, if any), which is specified in the Confirmation;
Government Gateway means the Making Tax Digital (MTD) VAT online services account and PAYE online service account provided to You by the UK Government;
HMRC means HM Revenue and Customs;
Service means the provision by Us to You of all services that enable You to receive InstantVAT Faster Refunds;
VAT means (a) any value added tax imposed by the Value Added Tax Act 1994, or (b) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) VAT, or (c) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraphs (a) or (b) herein, or imposed elsewhere.
VAT Refund means any VAT owed to You by HMRC.
2. Interpretation of “We” and “Our” refer to Us as purchasers of the VAT Refund(s).
3. You understand, agree and acknowledge that the relevant InstantVAT Faster Refunds are assigned to Us absolutely, of the entire benefit and as a true sale assignment.
4. You understand and acknowledge that We are not a regulated entity, and we are not providing any regulated services. You confirm that you have not received any legal or commercial advice from Us on the suitability of this product.
5. You represent and warrant that Your VAT and PAYE records in Your Government Gateway are accurate and complete.
6. The provision of the Service is conditional upon You granting Us sole administrative access to Your Government Gateway and nomination of Our bank details for repayment until We receive the VAT Refund from HMRC pertaining to the relevant Confirmation. By accepting these Terms and Conditions, You are confirming that You have given express authorisation to Us.
7. If there is a shortfall between the InstantVAT Faster Refunds provided to You and the amount received by Us from HMRC (“Shortfall”), You agree that We can either deduct the Shortfall from another InstantVAT Faster Refunds or collect from You directly, as agreed with You. If an agreement cannot be reached then We will determine which course of action to take. An unreasonable delay in repaying any Shortfall means that we will charge interest at a monthly rate of 7.0% on the amount due to Us (charged on a compounding basis), as well as enforcement costs for recovering any Shortfall.
8. If there is a delay of more than 5 London banking days in HMRC repaying the VAT Refund, this will be considered as a Shortfall and We will seek the VAT Refund from You, which is payable on demand.
9. If there is an excess between the InstantVAT Faster Refunds provided to You and the amount received by Us from HMRC, You agree that this will be retained by Us.
10. Where any prohibition on the assignment of VAT receivables is contained in any prior contract You have with another party, then You understand, agree and acknowledge that the relevant InstantVAT Faster Refunds purchased by Us will take effect as a trust in favour of Us and no prior contract will invalidate our right to recover the VAT Refund from You.
11. You consent to notice being given to HMRC on Your behalf by Us regarding the sale of Your VAT Refund to Us as identified in the relevant Confirmation.
12. These Terms and Conditions will continue until one party cancels the Service by giving notice via email to the other party. The email addresses for the service of notice are the ones used when We sent You the Confirmation. However, the cancellation of the Service will not be effective until the VAT Refund pertaining to a Confirmation has been received by Us from HMRC and/or any Shortfall, fees or costs have been paid to Us in full.
13. These Terms and Conditions are updated from time to time. You acknowledge that by accepting an InstantVAT Faster Refunds, you are agreeing to the most recent version that is sent to you in the Confirmation relating to that InstantVAT Faster Refunds.
14. These Terms and Conditions shall be governed by and construed in accordance with English law.
15. The courts of England have non-exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms and Conditions (including any dispute relating to the existence, validity or termination of these Terms and Conditions or any non-contractual obligation arising out of or in connection with these Terms and Conditions).