Terms and Conditions

1. Definitions and Interpretation

1.1 Definitions

1.2 Interpretation

• References to “writing” or “written” include email.
• References to legislation include any amendment, re-enactment, or subordinate legislation made under it.
• Headings are for convenience only and do not affect interpretation.
• The words “include”, “includes”, and “including” are to be construed without limitation.

2. The Service

2.1 Description

TaxBridge is a cloud-based workflow automation platform that enables you to prepare and submit quarterly updates to HMRC under the Making Tax Digital for Income Tax Self Assessment programme.

Current service scope. The Service currently supports quarterly updates for self-employed sole traders. End-of-year final declaration and property/landlord income are planned for a future release; where this Agreement refers to final declarations or property income, those terms take effect once the relevant feature is made available to you.

2.2 Service Availability

We will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for:

• Planned maintenance, which we will notify you of at least 48 hours in advance by email or in-app notification wherever practicable.
• Unplanned downtime caused by circumstances beyond our reasonable control (see Section 12).
• Downtime or unavailability of HMRC’s APIs, which is outside our control.

We do not guarantee any specific level of uptime or availability. If HMRC’s APIs are unavailable, a submission may not complete; in that case the Service will report the failure to you and you can try again once HMRC’s service is restored. We do not queue or automatically resubmit on your behalf, and you remain responsible for meeting your HMRC filing deadlines.

2.3 Modifications

We reserve the right to modify, update, or enhance the Service at any time. Where a modification materially reduces the functionality of the Service, we will provide you with at least 30 days’ notice and, at your option, the right to stop using the Service (see Section 10).

3. Registration and Accounts

3.1 Eligibility

To use the Service, you must be at least 18 years of age and have the legal capacity to enter into a binding agreement. If you are registering on behalf of a business, you represent and warrant that you have authority to bind that business to this Agreement.

3.2 Account Registration

To access the Service, you must create an Account by providing a valid email address. We use email-based authentication (“magic link”) to verify your identity. You are responsible for:

• Ensuring that the email address associated with your Account is accurate and current.
• Maintaining the security of the email account used for authentication.
• All activity that occurs under your Account, whether or not authorised by you.

3.3 Authorised Users

You may authorise additional individuals to access your Account as Authorised Users. You are responsible for all actions taken by your Authorised Users and for ensuring they comply with this Agreement. You must promptly remove access for any Authorised User who no longer requires it or who you believe has acted in breach of this Agreement.

3.4 Account Security

You must notify us immediately at admin@taxbridge.cloud if you become aware of any unauthorised access to your Account or any security breach. We are not liable for any loss or damage arising from your failure to maintain the security of your Account credentials.

4. HMRC Making Tax Digital — Specific Terms

4.1 Your Obligations Regarding Tax Data

When you use TaxBridge to prepare and submit quarterly updates or final declarations to HMRC, you acknowledge and agree that:

• You are solely responsible for the accuracy, completeness, and timeliness of the financial data you enter into TaxBridge.
• You are solely responsible for ensuring that you comply with all applicable tax legislation, including the Income Tax (Digital Requirements) Regulations 2021.
• TaxBridge presents your data for review before submission. By clicking “Submit” (or equivalent), you instruct us to transmit that data to HMRC on your behalf. This instruction constitutes your confirmation that the data is accurate to the best of your knowledge.
• HMRC treats the data received from TaxBridge as your official submission. Once submitted, the data cannot be withdrawn, although corrections can be made in subsequent quarterly updates or through the year-end adjustment process.
• You remain the legal taxpayer. Neuro-Symbolic Ltd accepts no liability for penalties, interest, or other consequences arising from inaccurate, incomplete, or late submissions.

4.2 AI-Assisted Data Capture

TaxBridge uses artificial intelligence to assist you in capturing and structuring your financial data. You acknowledge and agree that:

• AI-generated suggestions (including expense categorisation, completeness checks, and data formatting) are advisory only and are provided to assist you, not to replace professional judgement.
• You must review all AI-generated suggestions before confirming them. Accepting an AI suggestion is your decision and your responsibility.
• We do not warrant that AI suggestions are correct, complete, or suitable for your specific tax circumstances.
• AI-assisted data capture does not constitute tax advice. If you are uncertain about how to categorise income, claim allowances, or report your tax affairs, you should seek independent advice from a qualified accountant or tax adviser.

4.3 HMRC Authorisation

To submit data to HMRC through TaxBridge, you must authorise TaxBridge to act on your behalf by completing HMRC’s OAuth 2.0 authorisation process via the Government Gateway. You acknowledge that:

• By authorising TaxBridge, you grant us permission to make API calls to HMRC on your behalf, including submitting quarterly updates, retrieving tax calculations, and submitting final declarations.
• You can revoke this authorisation at any time through your HMRC Government Gateway account or by contacting us.
• If you revoke authorisation, TaxBridge will be unable to submit data to HMRC on your behalf until authorisation is restored.
• HMRC may revoke or limit access to their APIs at any time, which may affect our ability to provide the MTD submission service.

4.4 Fraud Prevention Data

HMRC legally requires all MTD-compatible software to collect and transmit fraud prevention data (device and connection metadata) with every API request. By using TaxBridge for HMRC submissions, you acknowledge and understand that we must collect and transmit this data as described in our Privacy Policy (Section 2.2). This is a statutory requirement and the Service cannot be used for HMRC submissions without it.

4.5 HMRC Deadlines

TaxBridge provides notifications and reminders about HMRC quarterly deadlines as a convenience feature. You acknowledge that:

• You are solely responsible for meeting all HMRC deadlines, including quarterly update deadlines and the final declaration deadline.
• While we will make reasonable efforts to send timely reminders, we do not guarantee that notifications will be delivered or received before a deadline.
• Failure of our notification system does not constitute grounds for exemption from HMRC penalties.
• We are not liable for any penalties or interest charges imposed by HMRC as a result of late submissions, except to the extent caused by our breach, negligence, or failure to provide the Service with reasonable care and skill.

4.6 Disclaimer of Tax Advice

TaxBridge is a workflow automation and submission tool. Neuro-Symbolic Ltd is not a firm of accountants, tax advisers, or financial advisers. Nothing in the Service, including any AI-generated content, constitutes tax advice, financial advice, or legal advice. If you require advice on your tax affairs, you should consult a suitably qualified professional.

4.7 Free Spreadsheet Check

The free spreadsheet check is an automated formatting and structure tool only. It does not constitute financial, accounting, or tax advice, does not submit data to HMRC, and does not guarantee compliance with HMRC requirements. TaxBridge and Neuro-Symbolic Ltd are not liable for the accuracy of your data or your final submissions to HMRC.

5. Customer Data and Intellectual Property

5.1 Ownership of Customer Data

You retain all rights, title, and interest in and to your Customer Data. We do not claim any ownership of Customer Data. We process your Customer Data solely for the purpose of providing the Service to you in accordance with this Agreement and our Privacy Policy.

5.2 Our Intellectual Property

All intellectual property rights in the Service, including the software, design, documentation, and any improvements or modifications thereto, remain the exclusive property of Neuro-Symbolic Ltd. Nothing in this Agreement grants you any right, title, or interest in our intellectual property, except for the limited right to use the Service in accordance with this Agreement.

5.3 Workflow Definitions

Workflow definitions that you create using TaxBridge are your Customer Data. You may export your workflow definitions in JSON format at any time while your Account is active. We do not claim any intellectual property rights over the workflow definitions you create.

5.4 Data Portability

You may request an export of your Customer Data in JSON format at any time by contacting us. We will provide the export within 30 days of your request. Upon termination of this Agreement, you may request an export of your Customer Data within 30 days of the termination date, after which your data will be deleted in accordance with our retention policy.

5.5 Data Processing

Our Privacy Policy governs how we collect, process, store, and protect your personal data and Customer Data. By using the Service, you acknowledge that you have read and understood our Privacy Policy.

6. Fees and Payment

6.1 Products and Prices

TaxBridge is charged on a pay-per-submission basis — there is no subscription. Uploading a spreadsheet, the suitability check, the review of your figures, and editing them are all free; you pay only when you choose to submit to HMRC.

Over a typical tax year this is four quarterly submissions — £40 in total. All prices are shown inclusive of VAT where VAT is chargeable. The price shown to you at the point of submission is the price you pay.

6.2 The Free Check, and When You Are Charged

• Free: uploading a spreadsheet, the suitability check, the AI review, and editing your figures are all free. If your spreadsheet is not suitable for processing, we will tell you and offer a template to help you put it right — at no charge.
• You are charged only when you submit to HMRC. When you submit, your payment is authorised (a hold is placed on your card) via Stripe and is only captured (charged) once HMRC accepts your submission. If HMRC does not accept the submission, the authorisation is released and you are not charged.
• If a payment fails, we will tell you so you can try again. We will not submit anything to HMRC until your payment has been authorised.

6.3 Price Changes

We may change our prices. Any change applies to submissions made after the change takes effect; the price shown to you at the point of submission is the price you pay.

6.4 Refunds and Corrections

Because you are only charged once HMRC accepts your submission, you are never charged for a submission that HMRC does not accept.

• Completed submissions: once a submission has been made to HMRC on your behalf, the service has been performed and the fee for that submission is non-refundable, except where required by law or where there was a fault on our side. We will, at our discretion, refund genuine errors such as a duplicate charge.
• Corrections to earlier quarters: if you find a mistake in a quarter you have already submitted, you usually do not need to resubmit it separately. Quarterly updates are reported on a cumulative year-to-date basis, so the correction is reflected in your next quarterly update at no additional charge.
• Corrections before your final declaration: you can review and correct your figures, including those affecting your fourth quarter, before your end-of-year final declaration is submitted.

Nothing in this section affects your statutory rights as a consumer under UK law. To request a refund, contact us at admin@taxbridge.cloud.

7. Acceptable Use

7.1 Permitted Use

You may use the Service only for its intended purpose: workflow automation, business process management, and Making Tax Digital submissions in accordance with this Agreement.

7.2 Prohibited Conduct

You must not:

• Use the Service to submit false, fraudulent, or misleading data to HMRC or any other party.
• Attempt to gain unauthorised access to any part of the Service, other users’ accounts, or our infrastructure.
• Use the Service to transmit viruses, malware, or any other malicious code.
• Reverse-engineer, decompile, or disassemble any part of the Service.
• Resell, sublicence, or redistribute the Service without our prior written consent.
• Use the Service in any manner that violates applicable law or regulation.
• Interfere with or disrupt the integrity or performance of the Service.
• Use automated scripts, bots, or scrapers to access or interact with the Service, except through our published APIs.

7.3 Consequences of Breach

If you breach this Section 7, we may, at our discretion, suspend or terminate your access to the Service immediately and without notice. We may also report any suspected illegal activity to the relevant authorities.

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that:

• We will provide the Service with reasonable care and skill.
• The Service will materially conform to the description provided in this Agreement.
• We have the right to provide the Service and to grant you the rights described in this Agreement.
• We will comply with all applicable laws and regulations in the provision of the Service.

8.2 Disclaimers

Except as expressly stated in Section 8.1, the Service is provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim all other warranties, whether express, implied, or statutory, including but not limited to:

• Any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.
• Any warranty that the Service will be uninterrupted, error-free, or secure.
• Any warranty that the results obtained from the Service will be accurate or reliable.
• Any warranty regarding the availability or performance of HMRC’s APIs or any third-party service.
• Any warranty that AI-generated suggestions or content will be correct, complete, or suitable for your circumstances.

Without limiting the above, any free spreadsheet check offered by the Service is a preliminary automated scan only. It is designed to highlight formatting, structure, and bookkeeping issues that may need attention, but it is not a compliance certification, not a substitute for professional judgement, and not a guarantee that any later HMRC submission will be correct or accepted.

8.3 Third-Party Services

The Service integrates with third-party services including HMRC, Google Calendar, Stripe, Twilio, and Postmark. We are not responsible for the availability, accuracy, or performance of any third-party service. Your use of third-party services is subject to the terms and conditions of those services.

9. Limitation of Liability

9.1 Exclusions That Cannot Be Limited

Nothing in this Agreement excludes or limits our liability for:

• Death or personal injury caused by our negligence.
• Fraud or fraudulent misrepresentation.
• Any other liability that cannot be excluded or limited under applicable law.

9.2 Exclusion of Indirect Losses

To the maximum extent permitted by law, we shall not be liable for any:

• Indirect, incidental, special, or consequential damages.
• Loss of profits, revenue, business, or anticipated savings.
• Loss of data or corruption of data (beyond our obligation to maintain backups as described in our Privacy Policy).
• Loss of goodwill or reputation.

9.3 Cap on Liability

Our total aggregate liability to you under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the greater of: (a) the total fees paid by you in the 12 months immediately preceding the event giving rise to the claim; or (b) £500.

9.4 HMRC-Specific Liability Exclusions

Without limiting the generality of the above, we shall not be liable for:

• Any penalties, interest, or surcharges imposed by HMRC as a result of inaccurate, incomplete, or late submissions.
• Any losses arising from the unavailability of HMRC’s APIs.
• Any losses arising from your reliance on AI-generated suggestions without independent verification.
• Any losses arising from your failure to review data before submission.
• Any losses arising from your failure to maintain accurate and complete financial records.

9.5 Your Responsibility

You acknowledge that you are solely responsible for the accuracy and completeness of the data you submit through the Service, for meeting all HMRC deadlines, and for seeking professional advice where necessary. The Service is a tool to assist you; it does not replace professional tax or accounting services.

This applies equally to any free spreadsheet check. You remain responsible for the bookkeeping records you maintain, the corrections you choose to make, and every figure included in any later HMRC submission.

10. Term and Termination

10.1 Term

This Agreement commences when you create your Account and continues until you close your Account or it is terminated in accordance with this Section 10. There is no subscription or recurring fee — you are charged only when you submit to HMRC (see Section 6).

10.2 Termination by You

You may stop using the Service and close your Account at any time. Before doing so, you should:

• Export any Customer Data you wish to retain (see Section 5.4).
• Ensure that all pending HMRC submissions have been completed or are no longer required.
• Consider whether you need to revoke TaxBridge’s authorisation with HMRC via the Government Gateway.
• Download any HMRC submission confirmations or acknowledgement references you may need for your records.

10.3 Termination by Us

For Cause

We may terminate this Agreement immediately if you commit a material breach that is incapable of remedy, or if you fail to remedy a remediable breach within 14 days of receiving written notice from us specifying the breach and requiring it to be remedied.

Without Cause

We may terminate this Agreement without cause by giving you at least 90 days’ written notice. As you are charged only per submission, there are no prepaid fees to refund.

Service Discontinuation

If we decide to discontinue the Service entirely, we will give you at least 180 days’ written notice and will assist you in exporting your Customer Data.

10.4 Effects of Termination

Upon termination of this Agreement:

• Your right to access and use the Service will cease immediately.
• We will retain your Customer Data for 30 days following termination, during which time you may request an export.
• After the 30-day retention period, we will delete your Customer Data, except where we are required to retain it by law (e.g., HMRC submission records).
• We will revoke any HMRC OAuth tokens associated with your Account.
• Any provisions of this Agreement that are intended to survive termination will continue in force.

10.5 Surviving Provisions

Sections 4 (HMRC Making Tax Digital), 5 (Customer Data and Intellectual Property), 8 (Warranties and Disclaimers), 9 (Limitation of Liability), 11 (Confidentiality), and 14 (General Provisions) shall survive termination of this Agreement.

11. Confidentiality

11.1 Obligations

Each party agrees to keep confidential all information received from the other party that is designated as confidential or that would reasonably be considered confidential, and not to disclose it to any third party without the prior written consent of the disclosing party.

11.2 Permitted Disclosures

Confidential information may be disclosed:

• To HMRC, to the extent necessary for the provision of MTD services as instructed by you.
• To our sub-processors, to the extent necessary for the provision of the Service, subject to appropriate confidentiality obligations.
• Where required by law, regulation, or court order, provided that the disclosing party is notified where legally permissible.
• To professional advisers who are bound by duties of confidentiality.

11.3 Duration

The obligations of confidentiality in this section shall continue for a period of 3 years after the termination of this Agreement, except in respect of personal data, for which confidentiality obligations shall continue indefinitely.

12. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to:

• Natural disasters, epidemics, or pandemics.
• War, terrorism, or civil unrest.
• Government actions, sanctions, or embargoes.
• Failure of HMRC’s systems or APIs.
• Failure of internet infrastructure or telecommunications networks.
• Cyber-attacks, including distributed denial-of-service attacks.

The affected party must notify the other party as soon as reasonably practicable and use reasonable efforts to mitigate the effects of the force majeure event.

If a force majeure event continues for more than 60 days, either party may terminate this Agreement by giving written notice to the other party.

13. Indemnification

13.1 Your Indemnity to Us

You agree to indemnify and hold harmless Neuro-Symbolic Ltd, its directors, officers, and employees from and against any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your breach of this Agreement.
• Your use of the Service in violation of applicable law.
• Deliberate or fraudulent misuse of our application.
• Any claim by a third party arising from your use of the Service.

13.2 Our Indemnity to You

We agree to indemnify and hold you harmless from and against any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising out of or in connection with:

• Any claim that the Service infringes the intellectual property rights of a third party.
• Any breach by us of our data protection obligations under applicable law.

14. General Provisions

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14.2 Entire Agreement

This Agreement, together with the Privacy Policy and any order confirmation, constitutes the entire agreement between you and us in relation to the Service and supersedes all prior agreements, representations, and understandings.

14.3 Severability

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be severed from the Agreement and the remaining provisions shall continue in full force and effect.

14.4 Waiver

No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy, nor shall any single or partial exercise preclude any further exercise of the same or any other right or remedy.

14.5 Assignment

You may not assign or transfer your rights or obligations under this Agreement without our prior written consent. We may assign our rights and obligations under this Agreement to a successor in the event of a merger, acquisition, or sale of all or substantially all of our assets, provided that the assignee agrees to be bound by the terms of this Agreement.

14.6 Third-Party Rights

No person other than the parties to this Agreement shall have any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

14.7 Notices

All legal notices under this Agreement should be sent by email to legal@taxbridge.cloud. Notices will be deemed received on the next business day after sending.

14.8 Complaints

If you have a complaint about the Service, please contact us at support@taxbridge.cloud. We will acknowledge your complaint within 2 business days and provide a substantive response within 10 business days.

15. Consumer Rights

15.1 Cooling-Off Period

Because you are not charged until you submit to HMRC, you can stop at any time before submitting, at no cost. Before we submit, we ask you to confirm — by an explicit acknowledgement at the point of submission — that you want us to perform the service (the submission to HMRC) immediately, and that you understand you will lose your statutory right to cancel once the submission has been made. Your 14-day right to cancel under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 ends once the submission is complete, because the service has then been fully performed at your express request. We will send you confirmation of your submission to a durable medium (by email). This does not affect your other statutory rights (see Sections 15.2 and 15.3).

15.2 Consumer Rights Act 2015

If you are a consumer, the Service will be provided with reasonable care and skill in accordance with the Consumer Rights Act 2015. If the Service does not meet this standard, you may be entitled to a repeat performance or a price reduction.

15.3 Statutory Rights Unaffected

Nothing in this Agreement affects your statutory rights as a consumer. Where any provision of this Agreement conflicts with your statutory rights, your statutory rights shall prevail.

16. Document Control

Contact Information

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