R&D tax claims services

Disclosures, Terms & Conditions and Privacy Statement (collectively the “Agreement”)

DISCLOSURES

1. About Nifty R&D

What R&D tax claims documents will PwC assist you to complete?

  • An R&D claim calculation for inclusion with your tax returns (calculation);
  • R&D claim supporting documentation to support your R&D claim (supporting documents)

(collectively the “Purpose”).

You may provide these documents to HMRC only. If you wish to disclose them to any other person please contact PwC. You will be responsible for submitting the claim to HMRC.

Who is eligible to use Nifty R&D?

To be eligible to use Nifty R&D, you must be a UK registered trading company which:

  • has 50 or less employees1
  • has annual turnover of £25 million or less1
  • has not received a grant or any other form of subsidies in relation to the project1
  • the work has not been subcontracted from a third party1

1You may still be eligible to make an R&D claim and use Nifty R&D but may need to discuss with you alternative fee arrangements.  Please contact us to discuss further.

To use Nifty R&D, you also need to be eligible based on PwC’s client acceptance rules. We will use the answers you have provided to our questions to assist in determining your eligibility. We will advise you by email if you are not eligible. If you are eligible, we will provide you with review comments and feedback about the claim calculation and R&D project description, as outlined below.

PwC at its discretion may refuse to process your Nifty R&D claim.

What assistance does PwC offer you to complete your R&D claim calculation and supporting documents?

Up to two rounds of review comments and feedback (online, by email or by phone) on whether your responses and outputs/deliverables set out in the calculation and supporting documentation are consistent with Business Innovation & Skills (BIS) R&D guidelines and UK tax legislation and whether your claim is ready for submission.

Although PwC may advise you that your documents are ready for submission, the receipt of a refund by HMRC is not guaranteed. PwC makes no representation about whether or not you will receive any refund. Our services under these terms of use do not include assistance with HMRC queries, however should HMRC enquire into your claim, we would be happy to agree a separate fee for assisting with this.

You are responsible for the accuracy and completeness of the information that you input in to Nifty R&D, and for deciding which costs to claim when you are using Nifty R&D.

If, during the process of preparation of the calculation and supporting documentation, these documents are not in PwC’s view prepared consistently with BIS R&D guidelines and HMRC guidance, the Nifty R&D application will be discontinued, and there will be no charge made by PwC. In that case you may, of course, discuss with PwC obtaining further assistance under a separate arrangement with PwC.

What is the cost?

The fees for using Nifty R&D (including review comments/feedback provided by PwC) is 12.5% (excluding VAT) of the benefit identified to accrue to you as a result of completing the Nifty R&D process (and filing the R&D claim within your corporation tax return). See the “Fees” section of Nifty R&D for more details. For the sake of clarity, the fees will still be payable even if you do not receive a refund from HMRC.

From time to time, at PwC’s discretion, a discount on the fees or an alternate fee structure may be available. If you are entitled to the benefit of a discount, or alternate fee structure then the discounted amount, rather than the amount stated above, will be the applicable price.

What obligations apply to the use of Nifty R&D?

Both you and any individual (User) who uses Nifty R&D on your behalf must:

  • ensure that when using Nifty R&D or PwC’s services, including answering questions or providing information to prepare the R&D claim, such Users are authorised to do so on your behalf as your officer, employee or representative. By clicking to “Accept” the terms and conditions below, or by continuing to use Nifty R&D, the User confirms that they are authorised to act on your behalf.  You, as the company, must notify us as soon as a user is no longer authorised to act on your behalf and we will cease their account;
  • ensure that you/they respond accurately to all questions in Nifty R&D. The accuracy of the calculation and supporting documentation prepared through Nifty R&D will depend on the accuracy and completeness of the responses that you and any Users provide when using Nifty R&D. You are responsible for the completeness and accuracy of information supplied to us, whether through Nifty R&D or otherwise. We may rely on this information to provide services to you and will not verify it in any way;
  • familiarise themselves with, and comply with, the terms and conditions applicable to use of Nifty R&D as set out in clause 6 of the terms & conditions;
  • ensure that you/they protect and keep confidential your login credentials and contact PwC immediately if you/they believe that those details have been compromised;
  • provide accurate financial reports in relation to projects or activities identified for inclusion in the claim;
  • confirm that the activities included in the claim were undertaken by or for you, and not subcontracted to you from another entity;
  • respond to any queries raised by PwC’s team in a timely manner;
  • review the claim calculation and supporting documentation for accuracy and completeness and arrange for the claim to be filed within your tax return within 2 years of the accounting year end;
  • only access Nifty R&D in the United Kingdom for your internal business purposes;
  • not use Nifty R&D or its outputs/deliverables for any purpose other than as set out in the Agreement; and
  • not provide Nifty R&D or its outputs or deliverables to anyone other than HMRC without our prior written consent.

2. Other important information

Powers of tax authorities

It is important to keep in mind that our advice and positions taken in tax returns or other documents (including the supporting documentation) filed with HMRC are not beyond challenge by HMRC and that HMRC may have wide-ranging powers of investigation and discovery.

Corporation Tax Self Assessment (CTSA”)

Under CTSA, HMRC will select a number of tax returns every year for detailed examination (“Enquiry”).  If your return is selected for Enquiry, and queries are raised in relation to the R&D claim, we may assist with responding to HMRC in relation to the R&D specific queries if you request our assistance. These will be additional services and will require a separate contract to agree separate services and fees. Any final decisions on amendments to the R&D claims will be made by you.  

A taxpayer may make an amendment to an R&D claim through filing an amended return either following an enquiry or otherwise, but this must be done within certain time limits. The general time limit for making or amending a claim is 2 years from the end of the accounting period but this may be different where an enquiry has been raised.

Client data

You agree that we can store any information supplied by you, or anyone else working with or for you,

in our databases. We will take appropriate technical and organisational security measures to preserve

the confidentiality of this information. It may be combined with information of other parties to

provide reports and services to other parties, as long as neither you nor anyone else can be identified

from those reports and services.

Confidentiality

Where, in respect of our services, Rule 3522 of the US Public Companies Accounting Oversight Board applies in relation to the audit independence of any PwC firm, you confirm that no other adviser has imposed any conditions of confidentiality relating to our tax services. You agree that if, after we begin providing services, any other adviser imposes such conditions of confidentiality, you will notify us immediately so that we can cease our tax services in order to avoid any impairment to independence.

PwC seminars and publications

We will, from time to time, distribute tax related material to you in connection with current tax issues which we believe may be of interest to you and invite you to attend our seminars. Information and comments we provide in these materials and seminars will be of a general nature only, may not be appropriate to your circumstances and should not be used as a substitute for specific advice. We accept no responsibility or liability for the consequences of your use of information or materials provided in our publications or seminars.

Monitoring

Our advice will be based on the law, regulations and guidance applying at the date the services are provided. We will not monitor or be responsible for the effects of any subsequent changes in law, regulations or guidance.


TERMS & CONDITIONS 

Set out below are the terms and conditions that, subject to PwC confirming that you are eligible, will apply to your use of Nifty R&D (the “Services”).

A contract with PwC in relation to PwC’s provision of the Services is not formed unless and until PwC confirms your eligibility; however, clauses 5, 6, 7 and 8 of the Terms and Conditions, relating to confidentiality, liability, use of electronic tools and data hosting, will have effect from when you click “Accept” on the Terms and Conditions.

If you are not eligible, PwC will advise you of this. You will not be able to use Nifty R&D to complete your claim calculation, and no contract with PwC relating to the Services will come into effect.

  1. Introduction
  1. Terms – These terms apply to the Services as defined above.  
  2. Commencement – The Agreement will start when you click ‘Accept’, indicating your acceptance to these terms. You may not use Nifty R&D unless you comply with these Terms & Conditions.
  3. Amendment – We may amend this Agreement at any time by posting the amended terms on the website. The new terms will automatically be effective and binding on you once they are posted and you continue to use Nifty R&D. You may terminate the Agreement in accordance with the termination provision if you do not wish to accept the amendments.

  1. Services
  1. Services – We will perform the Services with reasonable skill and care. You confirm that the scope is sufficient for your purpose. The Services (including deliverables) are provided solely for you for the purpose set out in this Agreement or the relevant deliverable.
  2. Deliverables – You may not disclose a deliverable or make the benefit of the Services available to anyone else or refer to the contents of a deliverable or the findings of our work, except (i) with our prior written consent on terms to be agreed, (ii) where required by law or regulation, or (iii) to your lawyers or group members as long as you tell them, in advance, that we accept no liability to them and that no onward disclosure may be made.
  3. Liability to you alone – We accept no liability to anyone, other than you, in connection with our Services, unless otherwise agreed by us in writing. You agree to reimburse us for any liability (including legal costs) that we incur in connection with any claim by anyone else in relation to the Services.
  4. Extent of services – In performing the Services, we will not (i) carry out an audit or other assurance engagement in accordance with applicable professional standards or (ii) attempt to detect or accept responsibility for detecting fraud or other wrongdoing.
  5. Oral advice and draft deliverables – You may rely only on our final written deliverables and not on oral advice or draft deliverables. If you wish to rely on something we have said to you, please let us know so that we may prepare a written deliverable on which you can rely.
  6. Deemed knowledge – In performing the Services we will not be deemed to have information from other services.

  1. Your responsibilities
  1. Information – In order for us to advise you properly you will make sure that (i) any information given to us by you, or anyone else working with or for you, is (a) given promptly, (b) accurate and (c) complete; and (ii) any assumptions are appropriate. We will not verify any information given to us relating to the Services.
  2. Your obligations – Our performance depends on you and your User’s performing your obligations under the Agreement. We are not liable for any loss arising from you not fulfilling your obligations. Further, you warrant that you are separately maintaining your own business and taxation records, as required by law and your policies.
  3. Use of Nifty R&D - Both you and any User who uses Nifty R&D on your behalf must not (1) access or use any part of Nifty R&D except for the purpose of Services described above; (ii) modify or create any derivative works; (iii) decompile, disassemble, reverse engineer (except to the extent permitted by law), or otherwise attempt to derive the related source code; (iv) redistribute, encumber, sell, rent, lease, use for service bureau purposes, sublicense or otherwise transfer any related rights; (v) remove or alter any related trademark, logo, copyright or other proprietary notices; (vi) use or misuse Nifty R&D in any way that may impair the functionality of Nifty R&D; or (vii) attempt to undermine the security or integrity of PwC’s computing systems or networks, or our hosting provider’s computing systems and networks;
  4. Uploading of information - Both you and any User who uses Nifty R&D on your behalf must not store, make available or transmit in or through Nifty R&D any material which: (i) infringes any person's intellectual property rights; (ii) is or is likely to be perceived as defamatory, threatening, misleading, offensive or inappropriate, or materially misrepresents facts; (iii) adversely affects performance or availability of Nifty R&D; (iv) contains any virus, harmful component or corrupted data; (v) contains any advertising, promotion or solicitation; or (vi) violates any applicable law or regulation.

  1. Fees
  1. Payment for services – You agree to pay our fees on the basis set out below.
  2. Fee structure - Subject to any applicable discount, or other agreed alternate fee structure, the price for using Nifty R&D (including PwC review and feedback) is 12.5% (exclusive of VAT) of the Average benefit available from the SME R&D claim.   This amount is payable whether or not the R&D claim if filed and a benefit is received by the Company. “The actual benefit” is dependent on the Company’s tax position.
  3. Average benefit – This equates to 30% of the qualifying expenditure, which is the average of the cash benefit available to a ‘loss making’ company (33.35%) and cash benefit of a ‘profit making’ company (26%).  The cash benefit available to loss making companies from 1 April 2015 is 33.35%, which is based on surrendering 230% enhanced R&D deduction at the cashback rate of 14.5%.  The cash benefit for a profit making company varies according to the tax year and the rate of corporation tax, but for the purposes of working out the average benefit, the rates available for the 2015/2016 tax year are used.  For the 2015/2016 tax year, the cash benefit available to a profit making company is 26%, based on 130% additional deduction at the main rate of corporation tax of 20%.
  4. Example structure-  Using an example of £50,000 qualifying expenditure, the average cash benefit at 30% is £15,000 resulting in a fee of £1,875 (plus VAT) (12.5% x £15,000).
  5. Contingent fees - If fees cannot be charged on a contingent basis due to regulatory reasons, the fees will be charged in accordance with clause 4.11 or as agreed by the parties.
  6. Filing return - The tax refund should be received once the Company files the Company’s corporate tax return but could be reduced by any outstanding liabilities the Company has with HMRC.
  7. Invoicing -PwC will issue an invoice upon completion of the Nifty R&D process (including PwC review comments and feedback), if PwC has determined that responses and deliverables using Nifty R&D are consistent with the BIS R&D guidelines and tax legislation and ready for submission; if PwC determines that this is not the case, no invoice will be issued.
  8. Abandonment - If you abandon the Nifty R&D process or terminate the Agreement after we have provided feedback and review comments, we will raise an invoice for work done to date based on a time spent basis.  Our invoice will be raised 14 days following our third attempt at contacting you without a response or upon receipt of notice from you that you wish to abandon the Services (as a minimum will be one month following our last communication from you).
  9. Payment terms - The Company will have 30 days to pay the invoice, from the date of receiving the invoice. The Company must pay in 30 days from receiving the invoice whether or not it actually makes its claim and/or receives a refund from HMRC.
  10. Basis of fees – Our fees may reflect not only time spent, but also such factors as complexity, urgency, inherent risks, use of techniques, know-how and research together with the level of skills and expertise required of the personnel needed to perform and review the services. Our fees may include any time spent travelling for the purpose of the services that cannot be used productively for other purposes.
  11. Expenses – You will pay any reasonable expenses that we incur in connection with the services.
  12. Taxes – You will also pay any taxes, including VAT, that are due in relation to our goods and services. You will pay us the full amount of any invoice, regardless of any deduction that you are required by law to make.

  1. Confidentiality
  1. Confidential information – We and you agree to use the other’s confidential information only in relation to the Services, and not to disclose it, except where required by law or regulation or by a professional body of which we are a member. However, we may give confidential information to other PwC firms or relevant subcontractors as long as they are bound by confidentiality obligations, and to your advisers who are involved in this matter. Nothing in the Agreement will restrict your ability to disclose our advice concerning the tax (including social security) treatment or tax structure of any transaction, regardless of any confidentiality markings on any communications.
  2. Referring to you and the Services – We may wish to refer to you and the Services we have performed for you when marketing our services. You agree that we may do so, as long as we do not disclose your confidential information.
  3. Performing services for others – You agree that we may perform services for your competitors or other parties whose interests may conflict with yours, as long as we do not disclose your confidential information and we comply with our ethical obligations.

  1. Intellectual property rights
  1. Rights in platform - All right, title and interest in and to Nifty R&D, including without limitation all information and related technology, shall remain with PwC and/or its licensors (except with respect to any content placed on Nifty R&D by you and your Users), and, other than set out in this Agreement, you shall have no rights in Nifty R&D or any of PwC's intellectual property. You acknowledge such ownership and intellectual property rights and will not take any action to jeopardise, limit or interfere in any manner with PwC's or its licensor’s ownership of or rights with respect to the same.
  2. Rights in deliverables - We will own the intellectual property rights in the output or deliverables and any materials created under the Agreement, and you will have a non-exclusive, non-transferable licence to use the output or deliverables for your own internal purposes.

  1. Data protection
  1. Personal data – You agree that we may process your personal data for the purposes of any of (i) providing the Services, (ii) maintaining our administrative or client relationship management systems, including the use of IT outsource providers, (iii) quality and risk management reviews, and (iv) providing you with information about us and our range of services. We may transfer personal data to other PwC firms and our subcontractors in relation to any of these purposes.
  2. Data processor – Where we act as your data processor, we will act only on your lawful instructions and we will comply with obligations equivalent to those imposed on you by the seventh principle of the Data Protection Act 1998 (as may be amended).
  3. Data transfers – We may, for the purposes in clause 7.1, permit the transfer of the personal data outside the European Economic Area (but only to a recipient who is (i) in a country which provides an adequate level of protection for personal data or (ii) under an agreement which covers the EU requirements for the transfer of personal data to data processors outside the EEA).
  4. Data Hosting - We use Amazon Web Servers, a third party provider of cloud-based data hosting, to host Nifty R&D. We will store the information in the cloud environment in an encrypted format. You acknowledge that any information inputted into Nifty R&D (including any personal information) will therefore be transferred to the hosting provider (who may in turn provide the information to other parties) (together, the Data Host). As a result, your personal information may be transferred outside the country where you are located. This includes countries outside the European Economic Area (EEA) and countries that do not have laws that provide specific protection for personal information. You agree that in no event shall PwC or its beneficiaries be liable for any loss of any kind (including loss of your data) arising from an act or omission (including a negligent or dishonest act or omission) of a Data Host, which may include the following:

a) Nifty R&D being subject to scheduled or unscheduled downtime;

b) the failure (or absence) of measures to secure the information against accidental or unlawful loss, access or disclosure;

c) suspension of access to Nifty R&D by the Data Host; or

d) erasure or modification of the uploaded information by the Data Host.

As an “End User” of the Data Host product, you agree not to do anything or omit to do anything that would give rise to liability of PwC (if it were our act or omission) under the AWS Customer Agreement available from http://aws.amazon.com/legal/ as modified from time to time (Customer Agreement), including without limitation by breaching the Acceptable Use Policy or other Policies (each as defined in that agreement).

  1. Liability
  1. Specific types of loss – You agree that we will not be liable for (i) inability to access Nifty R&D; (ii) loss or corruption of data from Nifty R&D and/or your systems, (iii) loss of profit, goodwill, business opportunity, anticipated savings or benefits or (iv indirect or consequential loss.
  2. Our liability – You agree that our total liability (including interest) for all claims connected with the services or the Agreement (including but not limited to negligence) is limited to 3 times the fees payable for the services (excluding VAT) or £100,000, whichever is the greater.
  3. Sharing of limit – Where we agree in writing to accept liability to more than one party, the limit on our liability in clause 8.2 will be shared between them, and it is up to those parties how they share it.
  4. Unlimited liability – Nothing in the Agreement will limit a person’s liability for (i) death or personal injury caused by that person’s negligence, (ii) that person’s fraud or (iii) anything else that cannot by law be limited.
  5. No claims against individuals – You agree to bring any claim (including one in negligence) in connection with the Services only against us, and not against any individual. Where our individuals are described as partners, they are acting as one of our members.
  6. Proportionality – If we are liable to you under the agreement, and another person would be liable to you in respect of the same loss (save for your contractual arrangements with them), then (i) the compensation payable by us to you in respect of that loss will be reduced; (ii) the reduction will take into account the extent of the responsibility of that other person for the loss; and (iii) in determining the extent of the responsibility of that other person for the loss, no account will be taken of (a) any limit or exclusion placed on the amount that person will pay or (b) any shortfall in recovery from that person (for whatever reason).
  7. Disclaimer - To the maximum extent permitted by applicable law, PwC disclaims all warranties, either express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose with regard to Nifty R&D.

  1. Downtime, Data Loss and Security
  1. Downtime - You understand and agree that no representation or warranty is made with respect to the functionality or availability of Nifty R&D, and that all or any portion(s) of Nifty R&D may for a variety of reasons (including but not limited to scheduled or emergency maintenance, security, upgrades, etc.) be unavailable to you for use either temporarily or permanently without notice.
  2. Data Loss - You agree and understand that information and data related to or stored within Nifty may be irretrievably lost or destroyed at any time, and it will be your responsibility to make all necessary copies and backups of any appropriate information and data posted to or obtained or available from Nifty R&D.

  1. PwC firms and subcontractors
  1. Subcontractors – We may use other PwC firms (each of which is a separate and independent legal entity) or subcontractors to provide the Services. We remain solely responsible for the Services.
  2. Restriction on claims – You agree not to bring any claim (including one in negligence) against another PwC firm (or its partners, members, directors or employees) or our subcontractors in connection with the Services.
  3. Group members – You will ensure that no group member, including your subsidiaries, associated companies and any holding company (unless a party to the agreement), both while they are a group member and thereafter, brings any claim against any PwC firm (or its partners, members, directors or employees) or our subcontractors in respect of any liability relating to the Services or the agreement.

  1. Materials
  1. Policy – We may retain copies of all materials relevant to the Services, including any materials given to us by you or on your behalf.
  2. Release – We do not release materials which belong to us (including our working papers) unless we have specifically agreed to do so. We may require a release letter from the recipient as a condition of disclosure.

  1. Termination & Suspension
  1. Immediate notice – Either we or you (as appropriate) may end the Agreement immediately by giving written notice to the other if (i) you breach the Agreement, (ii) the other is or appears likely to be unable to pay its debts or becomes insolvent or (iii) the performance of it (including the application of any fee arrangements) may breach a legal or regulatory requirement.
  2. 30 days’ notice – Either we or you may end the Agreement on 30 days’ written notice.
  3. Fees payable on termination – You agree to pay us for all services we perform up to the date of termination. Where there is a fixed fee for services, you agree to pay us for the services that we have performed on the basis of the time spent at our then current hourly rates, up to the amount of the fixed fee. Any contingent element of the fees will remain payable in accordance with the service agreement. If a contingent fee cannot be paid for regulatory reasons, you agree to pay for the work carried out under the contingent fee arrangement on the basis of time spent, unless alternative arrangements have been agreed.
  4. Suspension - PwC reserves the right to, without notice, suspend all access to Nifty R&D to you under this Agreement, destroy any information or data entered by you on the system, and/or block your and your Users access to Nifty R&D in the event PwC reasonably believes that you or your Users may have violated the provisions of this Agreement, are otherwise in breach of this Agreement or to the extent that PwC is required by law or order of any court or regulator to do so.

  1. Dispute resolution
  1. Mediation – If a dispute arises, the parties will attempt to resolve it by discussion, negotiation and mediation before commencing legal proceedings.
  2. Law and jurisdiction – The Agreement and any dispute arising from it, whether contractual or non-contractual, will be governed by English law and be subject to the exclusive jurisdiction of the English courts.
  3. Limitation period – Any claims must be brought no later than 2 years after the date the claimant should have been aware of the potential claim and, in any event, no later than 4 years after any alleged breach.

  1. General
  1. Matters beyond reasonable control – No party will be liable to another if it fails to meet its obligations due to matters beyond its reasonable control.
  2. Entire agreement – The Agreement forms the entire agreement between the parties in relation to the Services. It replaces any earlier agreements, representations or discussions. Subject to clause 8.4, no party is liable to any other party (whether for negligence or otherwise) for a representation that is not in the agreement.
  3. Your actions – Where you consist of more than one party, an act or omission of one party will be regarded as an act or omission of all.
  4. Assignment – No party may transfer or deal with their rights or obligations under the Agreement without prior written consent, but we may novate the Agreement to a transferee of all or part of our business. This novation will take effect on written notice from us so that (i) the transferee will be substituted for us with effect from the date specified in the notice and we will no longer have any rights and obligations under the Agreement except in respect of work performed prior to that date and (ii) the combined aggregated liability of us and the transferee will not exceed the limit of our liability before the novation took place. We may also transfer or deal with our rights in any unpaid invoice without notice.
  5. Rights of third parties – Except as set out in clauses 8.5, 9.2 and 9.3, a person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 (as may be amended) to enforce any term of the agreement. The PwC firms and individuals referred to in those clauses may enforce them in their own right. Their consent is not required to vary or rescind the agreement.
  6. Solicitors Regulation Authority - The Services are not regulated by the Solicitors Regulation Authority.
  7. Quality of service – If you are not satisfied with the Services, or have suggestions for improvement, please contact either Rachel Moore or Margaret Cole, the executive board member responsible for quality, who is located at our registered office. We will look carefully and promptly at any complaint. You may also contact the Institute of Chartered Accountants in England and Wales.
  8. Survival – Any clause that is meant to continue to apply after termination of the Agreement will do so including, but not limited to, 2.3, 2.5, 2.6, 3.3, 4, 5, 6, 7, 8, 10, 12.3, 13, 14 and 15.

  1. Interpretation

In the Agreement the following words and expressions have the meanings given to them below:

  • PwC firm – any entity or partnership within the worldwide network of PricewaterhouseCoopers firms and entities
  • services – use of Nifty R&D
  • the Agreement – these Terms and Conditions, and the Disclosures
  • we, us or our – refers to PricewaterhouseCoopers LLP, a limited liability partnership incorporated in England (number OC303525) whose registered office is at 1 Embankment Place, London WC2N 6RH
  • you, your, the Company – the party or parties to the Agreement (excluding us)

User Confirmation

I have read these terms & conditions and accept them on behalf of the Company. I acknowledge and agree that the terms & conditions (other than clauses 5, 6, 7 and 8) will not have effect unless and until PwC confirms the Company’s eligibility to use Nifty R&D.