Terms and Conditions for the provision of Accountancy and Payroll Services.
1. Definitions and interpretation
1.1. In this Agreement unless inconsistent with the context or otherwise specified, the following expressions have the following meanings:
“this Agreement” the Letter of Engagement and its appendices, including without limitation these terms and conditions, as varied from time to time in accordance with its terms;
“Client” the client to whom the Letter of Engagement is addressed;
“Client Responsibilities” the Client’s responsibilities set out in paragraph 3 of the Engagement Letter;
“Commencement Date” the date on which the Engagement Letter is signed by the Client of if it is not signed the date which is two (2) days after the date of the Engagement Letter.
“Fees” the amount payable by the Client to the Supplier in consideration of the provision of Services by the Supplier in each Year and as set out in Annex 1 and Condition 4.
“Incoming Employee” means an individual whose contract of employment is claimed, or is deemed, to have effect after the date of commencement of the Services as if originally made between the Supplier and that individual as a result of the application of the Regulations to the supply of the Service;
“Intellectual Property Rights” means 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.
“Letter of Engagement” the letter from the Supplier a copy of which is signed by the Client engaging in Services of the Supplier;
“Outgoing Employee” means an individual who claims to have transferred to a Successor Supplier after the date of termination of this Agreement.
"Parties" the parties to this Agreement; and “Party” means either of them;
“Regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006;
“Services” the services which shall be provided by the Supplier to the Client in accordance with this Agreement as described at condition 3.1;
“Successor Supplier” means any person who takes over the supply of the Services on termination of this Agreement;
“Supplier” THE PEOPLE’S ACCOUNTANTS LIMITED (Company No.: 13983276) having its registered office at Norwood Suite (Office 12), Sheepbridge Business Centre, 655 Sheffield Road, Chesterfield, Derbyshire, S41 9ED, UNITED KINGDOM.
“VAT” Value Added Tax; and
“Year” the inclusive period from the Commencement Date to the day immediately preceding the first anniversary of the Commencement Date and each subsequent consecutive period of twelve (12) calendar months during the currency of this Agreement.
1.2. In this Agreement, unless the context otherwise requires:
1.2.1. words in the singular include the plural and vice versa and words in one gender include any other gender;
1.2.2. a reference to a statute or statutory provision includes:
a. any subordinate legislation (as defined in Section 21(1), Interpretation Act 1978, (as amended from time to time) under it;
b. any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it;
1.2.3. a reference to:
a. a “person” includes any individual, firm, body corporate, association or partnership, government or state (whether or not having a separate legal personality);
b. conditions are to conditions of this Agreement;
c. any provision of this Agreement is to that provision as amended in accordance with the terms of this Agreement; and
d. “indemnify” and “indemnifying” any persons against any circumstances include indemnifying and keeping it harmless from all actions, claims and proceedings from time to time made against it and all loss or damage and all payments, costs or expenses made or incurred by that person as a consequence of or which would not have arisen but for that circumstance;
1.2.4. The sign “£” means pound sterling in the official currency of the United Kingdom provided that if pounds sterling ceases to exist as the currency of the United Kingdom, or any part of it, then all reference in this Agreement to monetary amounts in pounds sterling shall be construed where applicable as references to amount in the currency replacing pounds sterling in the relevant part of the United Kingdom at the conversation rate applicable at the close of business on the latest normal working day before the day on which pounds sterling in that part o the United Kingdom cease to exist; and
1.2.5. The headings and contents page are for convenience only and shall not affect the interpretation of this Agreement.
2. Commencement and Duration
2.1. Subject to the terms set out in this Agreement, the Client engages the Supplier for the purpose of providing the Services to the Client.
2.2. This Agreement shall commence on the Commencement Date.
2.3. Subject to Conditions 3 and 6, this Agreement shall continue in force for a period of twelve (12) months from the Commencement Date (the “Minimum Period”) and shall continue until terminated by one Party giving to the other Party not less than ninety (90) days’ written notice to that effect, such notice to expire on the last day of the Minimum Period or any anniversary thereof.
3. Provision of Services
3.1. Acting at all times in accordance with the reasonable instructions and directions of the Client, during the term of this Agreement the Supplier shall provide to the Client Services of the following kinds with reasonable skill and care:
3.1.1. those services agreed between the Supplier and the Client and set out in Annex 1; and
3.1.2. such additional service(s) as may reasonability be requested from time to time by the Client in writing, subject to (i) the Parties agreeing the additional fees (if any) attributable to such service(s) and (ii) the Supplier (in its absolute discretion) being willing and legally able to perform such additional services(s).
3.2. In the performance of its duties under this Agreement, the Supplier shall (and shall take all reasonable endeavours to procure that each of the persons performing or assisting it to perform its obligations under this Agreement as permitted by condition 12 (appointment of sub-contractors) shall) exercise all reasonable skill and care and proper professional and technical expertise and judgment.
3.3. The Supplier shall act solely as an independent contractor and shall have no power, as agent or otherwise, to undertake on behalf of the Client any commitment or liability, except to the extent that the Client may direct in writing.
3.4. The Supplier reserves the right without penalty to withdraw with immediate effect or change the nature or type of the provision of Services under this Agreement if necessary to comply with statutory obligation or changes in the law or other compliance obligations or where requested to do so by a sub-contractor in order for such sub-contractor to comply with any such obligation or changes which the sub-contractor may be obliged to comply with.
3.5. Whilst the Supplier shall use reasonable efforts to assign the same staff to the Client it does not guarantee staff continuity and may rotate staff between the Client and its other clients as it sees fit. The Supplier may reduce the number of staff allocated to the Client (including but not limited to the coverage of absence) provided that the Services are performed to the level reasonably required by this Agreement. Time for performance shall not be of the essence.
3.6. In the event that the Supplier either at the specific request of the Client or otherwise in performing the Services is required to deal with any emergency situation or otherwise any situation as a matter of urgency then it shall be entitled to act as it shall see fit in order to deal with any such situation, including in relation to the incurring of costs as are reasonably necessary in the circumstances. The Supplier shall recover and the Client shall pay all reasonable and properly incurred costs as a result of the Supplier dealing with any such situation.
3.7. If the Supplier's performance of any of its obligations under this Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation including payment of Fees obligations (Client Default):
3.7.1. the Supplier 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 the Supplier's performance of any of its obligations;
3.7.2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this condition 3; and
3.7.3. the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.
4. Fees
4.1. Subject to conditions 3.1.2, 3.6, 4.4 and 4.6, the consideration for the provision of the Services by the Supplier to the Client shall be as set out in Annex 1. All Fees stated are exclusive of VAT which shall be payable at the applicable rate in addition to the Fees. The annual Fees plus any applicable VAT shall be payable in twelve (12) equal monthly instalments.
4.2. The Supplier reserves the right to increase its standard Fee rates, provided that no such increase shall take effect before the first anniversary of the Commencement Date. The Supplier will give the Client written notice of any such increase four (4) months before the proposed date of the increase. If such increase is not acceptable to the Client, it shall notify the Supplier in writing within fourteen (14) days of the date of the Supplier's notice and the Supplier shall have the right without limiting its other rights or remedies to terminate this Agreement by giving at least 90 days' written notice to the Client to expire on or after the last day of the Minimum Period. The Client shall reimburse to the Supplier all expenses reasonably incurred by it in the proper performance of its duties under this Agreement against production by the Supplier of such vouchers or other evidence of actual payment of such expenses as the Client may reasonably require.
4.3. If the Client authorises the Supplier and the Supplier finds that there is outstanding work due from previous periods before authorising the Supplier, the Supplier will contact the Client straight away for the Client’s instruction on whether or not the Client would like the Supplier to provide a quotation for the work involved. A previous period is where a period end is before the current date of the Client authorising the Supplier in relation to the Schedule of Services as outlined in Annex 1.
4.4. If invoices raised by the Supplier remain unpaid after the due date the Supplier may at its option:
4.4.1. terminate this Agreement immediately and immediately invoice for all Fees that would become payable during the remainder of the Minimum Period; and/or
4.4.2. charge interest at a rate of 5% above the Bank of England base rate on the outstanding amount Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount; and/or
4.4.3. suspend provision of the Services, and withhold documents and information, and these rights shall survive termination.
4.5. Subject to prior written approval from the Client, the Client shall be liable for any and all sub-contractor charges which arise to the Supplier in respect of Services procured by the Supplier in contemplation of and for the purposes of this Agreement.
4.6. If the Supplier or its appointed sub-contractor is prevented from performing the Services due to any Client Default the Client shall pay the corresponding Fees in full for that Service provision which would otherwise have been performed. This shall include but is not limited to any trade dispute or closure of premises or lack of accessibility at any time when Services would otherwise have been performed.
5. Authorisation
5.1. Once the Supplier has received the Letter of Engagement which is agreed and signed by the Client, the Supplier will request than an authorisation code is posted to the Client from the HMRC. It is highly advised that the Client forwards any codes received from the HMRC to the Supplier as soon as possible to avoid any unnecessary delays with the Supplier providing accountancy and payroll services.
5.2. Once the Client is registered with the Supplier, the Supplier will perform an identity check to conform with Anti-Money Laundering Legislation. This check may involve a credit search, which the Client agrees the Supplier to perform. Please note that this search is a soft search and so does not affect the Client’s credit score in any way. The Supplier does not carry out this check to assess credit worthiness.
5.3. As with other professional services firms, the Supplier is required to identify and verify each and every one of the Supplier’s Clients for the purposes of UK Anti-Money Laundering Legislation. Save in exceptional circumstances, the Supplier cannot start work for the Client until this requirement has been met. The Supplier may request from the Client, and retain such information and documents as required for these purposes, and/or make searches of appropriate databases including ID verification software.
5.4. The Suppler may share the Client’s personal data with the Supplier’s professional body, the Institute of Certified Practicing Accountants (ICPA), and/or the Office of Professional Body Anti-Money Laundering Supervisors (OPBAS) in relation to practice assurance and/or the requirements of the UK Anti-Money Laundering Legislation (or any similar legislation) in force.
6. Referral Fees
The Supplier makes use of carefully chosen affiliates that handle extra services offered to our clients. In some instances, the Supplier may be paid referral fees from these affiliates for the work they receive from the Supplier. The Client agrees to allow the Supplier to keep any referral fees generated.
7. Referral Rewards
When an existing Client refers a new Client to the Supplier, the existing Client will be rewarded with the current Referral Reward Scheme in place at the time of the referral. If the Referral Reward Scheme changes after an existing Client refers a new Client, the existing Client cannot request to be rewarded with an alternative reward. Referral rewards will not be backdated. The Supplier reserves the right to amend or withdraw the referral scheme at any time within notice.
8. Offers
Introductory offers apply only if the Client registers and engages with the Supplier as an ongoing client. If the Client cancels their service within twelve (12) months following the period the offer relates to, then the offer will not apply, and the full prices will become payable. For example, if a client was offered free incorporation of their company or a free period of service, and the Client was to cancel the Supplier’s services within twelve (12) months then the full prices of the free incorporation or free period of service will become payable.
9. Reliance on Advice
The Supplier will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if the Supplier provides oral advice (for example during the course of a telephone conversation), and as the Client, be able to rely on that advice, the Client must ask for the advice to be confirmed by the Supplier in writing.
10. Primary Point of Contact
It is the Supplier’s policy for our clients to designate a primary point of contact in their business. In most cases, this is a Director (for incorporated entities) or individual (for non-incorporated entities) who has engaged in accountancy and payroll services with the Supplier. Where there is more than one Director or individual who is authorised to have access to the accounting records and information, the Supplier requires written authority from the primary point of contact in order to authorise this.
11. Conflicts of Interest
In accordance with the Bribery Act 2010, the Supplier is committed to ensuring its business is conducted in a way which is legal, professional, fair and in accordance with the best interests of its clients. Potential conflicts of interest between the Supplier and its clients, as well as between clients themselves, are constantly monitored.
12. Client’s Responsibility for the Preparation of Financial Statements
12.1. The Client will agree to make available to the Supplier, as and when required, all the accounting records and related financial information necessary for the completion of the Client’s accounts. The Client agrees to make full disclosure to the Supplier of all relevant information. The accounts will be approved by the Client before the Supplier submits any accounts or returns to HMRC or Companies House.
12.2. The Client is responsible for ensuring that, to the best of the Client’s knowledge and belief, financial information, whether used by the Client’s business or for the accounts, is reliable. The Client is responsible for ensuring that the activities of the business are conducted honestly and that its assets are safeguarded, and for establishing arrangements designed to deter fraudulent or other dishonest conduct and to detect any that occur.
12.3. The Client is responsible for ensuring that the business complies with the laws and regulations appliable to its activities, and for establishing arrangements designed to prevent any non-compliance with laws and regulations and to detect any that occur.
12.4. If the Client used a professional for accountancy and payroll services before joining and engaged with the Supplier, then it is important that the Client provide their contact details to the Supplier, so that the Supplier can request vital information from them. If the Supplier cannot acquire the information the Supplier needs to start work for the Client, then the Supplier may charge the Client an additional fee for time spent to piece together the Client’s previous financial information.
13. Supplier’s Responsibilities for the Preparation of Financial Statements
13.1. The Supplier will compile the Client's annual accounts based on the accounting records and the information and explanations given to the Supplier by the Client. The Supplier shall prepare accounts to be approved by the Client before any returns are submitted.
13.2. The Supplier will advise the Client as to the adequacy of their records for preparation of the annual accounts and make recommendations for improvements which the Supplier considers necessary. The Supplier shall not be responsible if, as a result of the Client not taking the Supplier’s advice, the Client incurs losses or penalties.
13.3. The Supplier will act diligently to produce financial statements which accurately reflect the information supplied by the Client regarding its business affairs, but will not be responsible for erros arising from incorrect information supplied by the Client.
13.4. Any liability resulting from errors in the preparation of accounts, tax returns or any other work carried out is limit to the fee the Supplier charges for completing that work for Client.
13.5. The Supplier has a professional duty to compile accounts which conform to generally accepted accounting principles.
13.6. If the Client requires the Supplier to complete additional work which is outside the Schedule of Services included in the Client’s chosen package, then the Supplier would charge an additional fee appropriate to the work involved, and will be agreed by both parties prior to any work being undertaken.
13.7. If the Supplier has any records belonging to the Client after their year-end procedures have been completed, then the Supplier will return them to the Client by recorded delivery. If the Supplier has retained any records on the Client’s instruction then they will be automatically destroyed after seven (7) years.
13.8. The Supplier has a legal obligation to adhere to all civil and criminal legislation currently in force.
13.9. The Supplier will provide their professional services with reasonable care and skill and will always make every effort to ensure the Client meets the relevant deadlines. However, the Supplier will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities due to HMRC, Companies House or any other organisation under any circumstances.
14. Accounts / Returns
14.1. The Supplier will be able to act on the behalf of the Client for all their business accounting and taxation affairs from the date that the Supplier receives the completed and signed Letter of Engagement by the Client.
14.2. The Supplier will prepare the accounts and tax return based on the records and other information and explanations which the Client will provide.
14.3. The Client’s approval will be required before the Supplier submits any accounts or returns to Companies House or HMRC.
14.4. The Supplier will advise the Client the amounts of tax to be paid and the dates by which the Client should make the payments.
14.5. If after the Supplier completes the Client’s accounts/tax returns, the Client requests amendments to be made to the work already completed, then a quotation will be given to the Client for the additional work involved. The Supplier will deal with the HMRC regarding any amendments required to the Client’s return and prepare any amended returns which may be required.
14.6. Any overpayment that arises will be paid into the Client’s account from HMRC and transferred to the Client’s bank account the same working day through faster payment.
14.7. The Supplier will undertake all correspondence with HMRC on the Client’s behalf unless instructed by the Client.
14.8. It is important that the Client send their records to the Supplier in good time before any deadlines. The Supplier will send out frequent reminders from the date of the Client’s financial year end so that they know that the Supplier requires the Client’s records.
14.9. HMRC investigate a proportion of tax returns submitted each year. Businesses are selected either at random or because submitted figures look incorrect. As long as the Client is in service with the Supplier and is active, the Supplier will represent the Client during an investigation. There maybe an additional cost to this representation which is provided in the Schedule of Services.
14.10. The Client agrees that the Supplier can approach such third parties as may be appropriate for information that the Supplier consider necessary to deal with the Client’s affairs.
14.11. If the Client has engaged the Supplier as a Limited Company, up to two (2) directors/shareholders self-assessments are including within the Client’s fee. Self-assessment period runs from 6th April one year to the 5th April the next year. The first self-assessment period included in the Client’s fee will be the self-assessment period that the Clients first company’s financial year end falls into. For example. If the Client’s first company’s financial year with the Supplier is 1st July 2023 to 30th June 2024, the self-assessment(s) included will be for period 6th April 2024 to 5th April 2025.
14.12. The Supplier is a general accountant and small business tax specialist and the Supplier caters for the vast majority of accounts/tax requirements a small business may have. Where the Supplier do not have the relevant skills, experience, knowledge or competency, the Supplier will always endeavour to consult with affiliates for assistance. However, there are instances where a specialist is required. For example, if the Client’s business requires services such as EIS/SEIS form completion, R&D tax repayments, advice on investments, or TOMS advice, the Supplier may have to refer the Client to a specialist who can help. Such specialists may charge a fee for these services.
14.13. For Limited Companies, as UK accountants, the Suppliers service only applies to the UK entities, i.e UK companies or UK taxpayers. The Supplier cannot offer advice relating to other tax jurisdictions. Where the Client and/or the Client’s company could be considered tax resident in a country other than the UK, it is the Client’s responsibility to seek advice from a professional who has expertise in that jurisdiction. For the most part, if a company is incorporated in the UK, it has corporate residency in the UK. However, there can be exceptions. The Supplier only engages with and acts on behalf of companies which are resident in the UK, and as such the Client agrees that they consider their corporate residency and it is that of the UK.
14.14. If the Client engages with the Supplier’s services as a Limited Company, the Client is entitled to free self-assessments for up to two (2) directors/shareholders. Included in the free self-assessment can be employment income, employment benefits, UK benefits (including state pension), dividends relating to the UK company that is registered to the Supplier’s service and UK interest which is below £1,000. If there are additional sources of income such as property income or foreign dividends, then there will likely be additional fees which will be quoted and agreed upon in advance of the work taking place.
14.15. If the Client signs up to the Supplier’s services as a Sole Trader, partnership or individual, the Client’s self-assessment tax return is included in the fee. The Client’s self-assessment can include employment income, employment benefits, UK benefits (including state pension) and UK interest which is below £1,000/ If there are additional sources of incomes such as property income or foreign dividends, then there will likely be additional fees which will be quoted and agreed in advance to the work taking place.
14.16. If the Client’s company is eligible to claim Research and Development (R&D) Relief, and the Client is claiming for the first time or have not claimed in the previous three (3) financial years, then HMRC states that the Client must notify them within six (6) months after the Client’s financial period end for which the Client are claiming for. The Client acknowledge that it is their responsibility to ensure their company records are received by the Supplier within a reasonable amount of time before this deadline if the Client require assistance from the Supplier for claiming the R&D Relief. The Supplier cannot be held accountable for missing this deadline if it was not made known to the Supplier that the Client’s company was eligible to claim R&D Relief and/or the Client’s records were not made available to the Supplier in good time.
15. VAT Returns (If Applicable)
15.1. The Supplier will be able to act on the Client’s behalf for all of the Client’s business VAT affairs from the date the Letter of Engagement is agreed and signed by the Client and received by the Supplier.
15.2. The Supplier will send the VAT return to the Client for the Client’s approval before it is submitted to HMRC.
15.3. The Supplier will advise the Client as to the amount of VAT to be paid (or repaid to the Client or their companies) and the dates by which the Client should make any payments.
15.4. The Supplier will undertake all correspondence with HMRC on the Client’s behalf unless instructed to do otherwise by the Client.
15.5. The Client should ensure all supplies made by the business are shown in the records made available to the Supplier. It should be understood that by appointing the Supplier as the Client as its agent does not absolve the Client’s business from its statuary responsibilities. It should be drawn to the Client’s attention to the strict rules and time limits for the submission of such returns and the substantial penalties which may arise if these are not observed. It is therefore essential that the Supplier receives full information from the Client to enable the Supplier to ensure that returns are made on a timely basis.
16. Payroll (If Applicable)
16.1. To process the Client’s payroll, the Supplier requires certain information from the Client. This includes:
16.1.1. Notification within two (2) weeks of any employee who is ill for four (4) or more calendar days, including weekends, bank holidays etc. This will enable the Supplier to operate statutory sick pay for the Client.
16.1.2. Notification of any employee who becomes pregnant. This will enable the Supplier to operate statuary maternity pay. 16.1.3. Details of any money or benefits made available to employees by the Client or by a third party through the Client. 16.1.4. Hours worked, rates of pay, bonuses etc.
16.1.5. Notification of employees engaged by the Client or leaving the Client’s employment.
16.1.6. Details of holiday pay paid to employees.
16.1.7. Any notice of coding received by the Client (although the Supplier should receive a copy).
16.1.8. If any casual labour is taken on, the Client is required to operate P46 procedures. Completed P46 forms should be supplied to the Supplier for processing.
16.2. RTI returns must be received by HMRC on the day that Clients pay their employees. So it is very important that the Supplier received the Client’s payroll records on time.
16.3. It should be understood by the Client that appointment of the Supplier as the Client’s agent does not absolve the Client’s business from its statutory responsibilities. It should be brought to Client’s attention, the strict rules and time limits for the submission of such returns and the substantial penalties which may arise if these are not observed. It is therefore essential that the Supplier receives the full information from the Client promptly to enable the Supplier to ensure that the returns are made on a timely basis.
17. Bookkeeping (If Applicable)
17.1. If the Client engages with the Supplier and appoints the Supplier to complete bookkeeping on the Client’s behalf, the Supplier will input the Client’s business transactions into a recognised system. The Supplier will require all business documentation needed to complete the bookkeeping including sales invoices, purchase invoices, expense receipts, bank statements, paying in/cheque books and credit card statements (if applicable). 17.2. The Supplier will keep the Client’s paperwork until the Client’s year-end procedures have been completed, unless otherwise instructed by the Client. Once the Supplier has finished with the Client’s records, the Supplier will return them to the Client via recorded delivery.
17.3. If the Client completes their own bookkeeping then the Supplier would expect to receive records in a reconciled state (if a double entry system is appropriate). The Supplier will take samples to check that the bookkeeping has been complete properly. The Supplier will bring to the Client’s attention anything that does not seem correct and will await the Client’s instructions on how to proceed before continuing with the Client’s work. If the Client would like the Supplier to correct any bookkeeping errors, the Supplier will produce a quotation for the Client to agree upon before any work is carried out.
17.4. If after the Supplier completes the Client’s bookkeeping, the Client may request amendments to be made to the work already completed. In this situation, a quotation will be given to the Client for the additional work involved.
17.5. The bookkeeping quote the Supplier will provide to the Client prior to engaging with the Supplier is based on the volume of transactions estimated by the Client in relation to their business. Sometimes the Supplier may find that the actual amount of transactions is more than the Client initially estimated. In this instance, the Supplier would raise an invoice for the volume of transactions which exceed the Client’s original estimation at the Suppliers current price per transaction.
17.6. If the Client has any special requests for their bookkeeping requirements or where there is a greater than average amount of complexity, the Supplier may quote an hourly rate rather than the standard transactional rate. If the Supplier receives bookkeeping records which are more complex than initially estimated, the Supplier may recalculate the quotation. The Supplier will always ask for the Client’s agreement of the revised quotation before proceeding with the work.
17.7. If the Supplier is completing the Client’s bookkeeping, the records the Client sends to the Supplier (whether electronic or paper based) must be presented in an orderly fashion. Where there is significant time required for the Supplier to organise the Clients records, the Supplier may quote an additional fee for this work.
18. Contractors and IR35
If some or all of the Client’s business relates to contracting, then the Client should consider its risk to IR35. IR35 is legislation that aims to prevent contractors benefiting from tax advantages over that of an employee acting in a similar capacity. It is the Client’s responsibility to assess their risk to IR35 although the Supplier is happy to provide guidance and material that will help decide whether the Client is likely to be inside or outside the legislation.
19. Fair Usage Policy
19.1. The Supplier reserves the right to increase its fees for clients who use our service ‘excessively’ to ensure that the business relationship remains profitable. This policy would mainly be enforced for clients who consume the time of the Supplier’s accountants with unnecessary requests, an ‘unreasonable’ amount of questions, or queries that are not related to accountancy or the services which the Supplier offers. The Supplier is aware that new clients will require more help and advice when they first register and engage with the Supplier, or if they are new to business and the Supplier does take this into consideration.
19.2. If the Supplier considers a Client to be in breach of this policy, the Supplier will notify them in writing to give a choice of either increasing fees or a reduction in their demands on the time of the Suppliers accountants and admin staff.
20. Liabilities and Indemnities
20.1. The Client shall keep the Supplier indemnified and held harmless from and against all actions, proceedings, costs, expenses, loss and damage whatsoever arising out of or in connection with the performance, delay in performance, or lack of performance of the Client Responsibilities.
20.2. In Condition 5.1 the expression "costs, expenses, loss and damage" shall be given the widest interpretation lawfully possible and shall include the cost of complying with any direction, regulation, requirement or request made by or under or by virtue of any legislation (primary or secondary), order of any Government department or by-laws.
20.3. Nothing in this Agreement shall limit or exclude the Supplier's liability for:
20.3.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
20.3.2. fraud or fraudulent misrepresentation; or
20.3.3. any other liability which cannot be limited or excluded by applicable law.
20.4. The Supplier shall not be liable to the Client whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection this Agreement for:
20.4.1. any loss of profits; or
20.4.2. loss of anticipated savings, or
20.4.3. loss of contracts; or
20.4.4. loss of or damage to goodwill;
20.4.5. loss of revenue or business; or
20.4.6. loss of use or corruption of software, data or information; or
20.4.7. any special, indirect or consequential loss, (whether or not the Supplier has or shall have been advised of the possibility of any such loss, damage, costs, expenses or other claims occurring); nor
20.4.8. any loss or damage or fine suffered or incurred by the Client arising out of or in connection with a Client Default; or
20.4.9. any third party use of or reliance on the financial information provided by the Supplier.
20.5. Subject to the remainder of this condition 5, the Supplier's total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement in respect of any single incident or series of connected incidents shall not exceed the annual Fee for the Year in which the circumstances giving rise to the claim arose.
20.6. The obligations contained in condition 5 shall survive termination of this Agreement.
21. Termination
21.1. Either Party may terminate this Agreement immediately if
21.1.1. the other is in material breach of its obligations under this Agreement and:
a. the breach is (in the reasonable opinion of the Party not in breach) irremediable; or
b. if the breach is (in the reasonable opinion of the Party not in breach) remediable the Party in breach fails to remedy it (to the reasonable satisfaction of the Party not in breach) within thirty (30) days of notice requiring it to be remedied; or
21.1.2. if any encumbrancer takes possession of or a receiver or administrative receiver is appointed over any of the property or assets of the other or if the other makes a voluntary arrangement with its creditors or becomes subject to an administration order, has an administrator appointed or goes into liquidation (except for solvent amalgamation or reconstruction where the obligations of that other are effectively assumed by the resulting entity) or anything similar occurs in relation to the other Party; or
21.1.3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or 21.1.4. the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy.
21.2. Without limiting its other rights or remedies, the Supplier may terminate this Agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment and remains in default not less than fourteen (14) days after being notified to make such payment.
21.3. Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under this Agreement if the Client becomes subject to any of the events listed in condition 6.1.2 to 6.1.4 or the Supplier reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Agreement on the due date for payment.
21.4. Termination by the Supplier shall be without prejudice to its other rights and remedies.
22. Effect of Termination
22.1. Any termination of this Agreement shall be without prejudice to any obligation rights or liabilities of the Parties which have accrued on or before the date of termination.
22.2. Upon the termination of this Agreement:
22.2.1. each Party shall within 10 working days return the originals and any copies of all documents and materials provided to it by the other Party and certify in writing to the other Party that it has complied with the terms of this condition, save that the Supplier may retain such copies until all Fees due have been paid by the Client and for such a period as it may be required to keep by law or under any regulation or code of conduct;
22.2.2. notwithstanding termination, the terms of conditions 5, 7, 19, 20, 22 and 25 and any other terms which impliedly continue after termination shall continue in full force and effect; and
22.2.3. all Fees and charges and interest accrued (but unpaid) pursuant to this Agreement shall forthwith become due and payable and in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt.
23. Representations and Warranties
Each Party represents and warrants to the other party as follows:
23.1. it is a company duly incorporated under the laws of England and has the corporate power and authority to accept the terms of this Agreement and to perform its obligations under it;
23.2. its entry into this Agreement has been duly and validly authorised and all requisite corporate action has been taken in order to make such entry valid and binding upon it in accordance with the terms of this Agreement;
23.3. it enters into this Agreement as a commercial and not as a governmental act;
23.4. its entry into this Agreement will not:
23.4.1. breach or conflict with any provision of its certificate of incorporation or memorandum and articles of association or equivalent or result in a breach of, conflict with or constitute a default under any mortgage, deed, agreement or other instrument to which it is a party or by which it, or any of its properties or assets, are bound; or
23.4.2. violate any order, judgement or decree of any court or governmental agency to which it is a party or by which it, or any of its properties or assets, is bound.
The above representations and warranties shall continue in full force and effect notwithstanding the entry by the Parties into this Agreement.
24. Data Protection
24.1. Each Party acknowledges that it may be necessary from time to time to disclose or otherwise make available to the other Party certain Personal Data in order to comply with its obligations under this Agreement or as an incidental part of entering into this Agreement. In the event that either Party receives, holds or otherwise has such Personal Data made available to it, the receiving Party shall:
24.1.1. having regard to the state of technological development and the cost of implementing any measures take such technical and organisational measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to the harm that might arise from unauthorised or unlawful processing or accidental loss destruction or damage, and the nature of the data to be protected.
24.1.2. shall only use the Personal Data for the purposes of compliance with its obligations under this Agreement or otherwise in accordance with the reasonable instructions of the Data Controller;
24.1.3. process such data and information only in accordance with the Data Controller's instructions;
24.1.4. not transmit such data and information to a country or territory outside the European Economic Area without the Data Controller's prior express written consent; and
24.1.5. The organisation will regularly evaluate and test the effectiveness of its safeguards to ensure security.
24.1.6. Where the organisation engages third parties to process personal data on its behalf, such parties do so on the basis of written instructions, are under a duty of confidentiality and are obliged to implement appropriate technical and organisational measures to ensure the security of data. 24.2. Nothing in condition 9. shall in any way preclude the obligations of either Party to comply with its obligations under the Data Protection Act 1998 and the General Data Protection Regulation (EU 2016/679) together with all related applicable laws, regulations and subordinate legislation in force from time to time (the "Act").
24.3. The Client shall procure that any Data Subjects of the Client consent to the Supplier holding and processing data relating to them for legal, personnel, administrative and management purposes and in particular to the processing of any "Sensitive Personal Data" relating to the Data Subjects including, as appropriate:
24.3.1. information about the Data Subject's physical or mental health or condition in order to monitor sickness absence;
24.3.2. the Data Subject's racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; 24.3.3. information relating to any criminal proceedings in which the Data Subject has been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.
24.4. For the purposes of this condition, the terms "Data Controller", "Data Subject", "European Economic Area", "Personal Data" and "Sensitive Personal Data" shall be given the meanings as set out in the Act.
24.5. "Personal data" is any information that relates to an individual who can be identified from that information alone or in combination with other identifiers the organisation possesses or can reasonably access. Processing is any use that is made of data, including collecting, storing, amending, disclosing or destroying it.
24.6. "Special categories of personal data" means information about an individual's racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, health, sex life or sexual orientation and biometric data.
24.7. Individual rights As a data subject, individuals have a number of rights in relation to their personal data. To exercise any of these rights, an email should be sent to [email protected].
Subject Access Requests
Individuals have the right to make a subject access request. If an individual makes a subject access request, the organisation will tell him/her:
whether or not his/her data is processed and if so why, the categories of personal data concerned and the source of the data if it is not collected from the individual; to whom his/her data is or may be disclosed, including to recipients located outside the EU/EEA and the safeguards that apply to such transfers; for how long his/her personal data is stored (or how that period is decided); his/her rights to rectification or erasure of data, or to restrict or object to processing; his/her right to complain to the Information Commissioner if he/she thinks the organisation has failed to comply with his/her data protection rights; and Whether or not the organisation carries out automated decision-making and the logic involved in any such decision-making.
The organisation will also provide the individual with a copy of the personal data undergoing processing. This will normally be in electronic form if the individual has made a request electronically, unless he/she agrees otherwise.
In some cases, the organisation may need to ask for proof of identification before the request can be processed. The organisation will inform the individual if it needs to verify his/her identity and the documents it requires of the individual's data, it will respond within thirty days of the date the request is received.
If a subject access request is manifestly unfounded or excessive, the organisation is not obliged to comply with it. Alternatively, the organisation can agree to respond but will charge a fee, which will be based on the administrative cost of responding to the request. A subject access request is likely to be manifestly unfounded or excessive where it repeats a request to which the organisation has already responded. If an individual submits a request that is unfounded or excessive, the organisation will notify him/her that this is the case and whether or not it will respond to it.
Other rights
Individuals have a number of other rights in relation to their personal data. They can require the organisation to:
rectify inaccurate data; stop processing or erase data that is no longer necessary for the purposes of processing; stop processing or erase data if the individual's interests override the organisation's legitimate grounds for processing data (where the organisation relies on its legitimate interests as a reason for processing data); stop processing or erase data if processing is unlawful; and stop processing data for a period if data is inaccurate or if there is a dispute about whether or not the individual's interests override the organisation's legitimate grounds for processing data.
In addition, individuals have rights to:
be notified of a personal data breach which is likely to result in high risk to their rights and freedoms; make a complaint to the supervisory authority.
Impact assessments
Some of the processing that the organisation carries out may result in risks to privacy. Where processing would result in a high risk to individual's rights and freedoms, the organisation will carry out a data protection impact assessment to determine the necessity and proportionality of processing. This will include considering the purposes for which the activity is carried out, the risks for individuals and the measures that can be put in place to mitigate those risks.
Data breaches
If the organisation discovers that there has been a breach of personal data that poses a risk to the rights and freedoms of individuals, it will report it to the Information Commissioner within seventy-two (72) hours of discovery. The organisation will record all data breaches regardless of their effect.
Individual responsibilities
Individuals are responsible for helping the organisation keep their personal data up to date. Individuals should let the organisation know if data provided to the organisation changes, for example if an individual moves house or changes his/her bank details.
Individuals who have access to personal data are required:
to access only data that they have authority to access and only for authorised purposes; not to disclose data except to individuals (whether inside or outside the organisation) who have appropriate authorisation; to keep data secure (for example by complying with rules on access to premises, computer access, including password protection, and secure file storage and destruction); not to remove personal data, or devices containing or that can be used to access personal data, from the organisation's premises without adopting appropriate security measures (such as encryption or password protection) to secure the data and the device; and not to store personal data on local drives or on personal devices that are used for work purposes.
Failing to observe these requirements may amount to a disciplinary offence, which will be dealt with under the organisation's disciplinary procedure. Significant or deliberate breaches of this policy, such as accessing employee or customer data without authorisation or a legitimate reason to do so, may constitute gross misconduct and could lead to dismissal without notice.
Retention of Information
The People’s Accountants Ltd shall not retain information relating to the Client longer than is necessary for the purpose(s) for which it is obtained. The People’s Accountants will not retain any information about the Client and its business, which is out of date, or which is no longer required.
25. Waiver
No delay or failure by either Party to exercise any of its powers, rights or remedies under this Agreement shall operate as a waiver of them, nor shall any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.
26. Assignment
This Agreement is personal to the Client who may not assign or sub-contract without the Supplier’s prior written consent. Nothing shall prevent the Supplier from freely assigning, sub-contracting or otherwise transferring this Agreement to any third party or person.
27. Appointment of Sub-Contractors
27.1. The Supplier reserves the right to appoint such sub-contractors as it may from time to time deem appropriate in all the circumstances in order to comply with its obligations under this Agreement and the Supplier shall have absolute discretion as to the identity of any such sub-contractors and the Supplier shall not be obliged to procure the services of any particular third party service provider although may consider any such specific requests made by the Client.
27.2. In the event that any third party services are procured by the Supplier by way of subcontract then the Supplier reserves the right to pass on to the Client any additional costs associated with such appointment of the third party sub-contractor including but not limited to any increase in costs, charges, rates, fees, overheads or other expenditure which is levied by the sub-contractor and which is associated with this Agreement and/or the Services.
28. TUPE
28.1. It is the Parties understanding that the Regulations do not apply to this Agreement.
28.2. If despite the Parties understanding at clause 13.1 it is found and/or held that the Regulations do in fact apply in respect of any Incoming or Outgoing Employee then the Client shall on demand by the Supplier indemnify and fully reimburse the Supplier for all time, from and against all direct or indirect actions, proceedings, claims, demands, costs, expenses (including legal expenses), damages, liabilities and penalties whatsoever arising out of or in connection with:
a. the employment or termination of employment of any Incoming or Outgoing Employee;
b. defending any action brought by or in respect of any Incoming or Outgoing Employee; and
c. any obligation to any trade union, staff association or other employee representatives, whether under regulation 13 of the Regulations or otherwise in respect of any Incoming or Outgoing Employee.
29. Severability
If any part of this Agreement is found by any court or other competent authority to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of this Agreement which shall continue to be valid and enforceable to the fullest extent permitted by law.
30. Third Party Rights
Nothing in this Agreement is expressly or impliedly intended to confer on any third party any right to enforce any of its provisions pursuant to the Contracts (Rights of Third Parties) Act 1999, as amended from time to time.
31. Entire Agreement
31.1. This Agreement supersedes any agreements promises, assurances, warranties, representations and understandings made or existing between the Parties before or simultaneously with this Agreement (all of which shall be deemed to have been terminated by mutual consent with effect from the commencement date of this Agreement) and constitutes the entire understanding between the Parties in relation to the subject matter of this Agreement.
31.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. All conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
32. Variation
Except as otherwise permitted by this Agreement, no change to its terms shall be effective unless it is in writing and signed by or on behalf of both Parties.
33. Partnership
Nothing in this Agreement shall create or be deemed to create a partnership or the relationship of principal and agent or employer and employee between the Parties and neither Party shall be responsible for the acts or omissions of the employees or representatives of the other Party.
34. Confidentiality
34.1. Each Party to this Agreement shall keep confidential any information about the content of this Agreement and the business, affairs, customers, clients or suppliers of the other Party which may come within its knowledge during the term of this Agreement ("Confidential Information"), provided that each party may disclose the other party's Confidential Information:
34.1.1. by means or confidential communications between itself and its professional advisers and bankers;
34.1.2. to the extent required to be made by law, to any fiscal or regulatory authority or in accordance with the rules from time to time in force of any applicable recognised investment exchange (as defined in section 285 of the Financial Services and Markets Act 2000, as amended from time to time);
34.1.3. to the extent that information comes into the public domain, after the date of this Agreement, other than as a result (direct or indirect) of the act or omission of the receiving Party;
34.1.4. where that other Party has given its prior written consent in writing to its being disclosed; or
34.1.5. to the extent required for the purpose of exercising any right or enforcing any obligation, or performance of any obligation, under this Agreement.
34.2. The Client agrees not to use or copy or allow use or copying of the output of the Services for a third party without the Supplier's prior, written permission.
35. Intellectual Property Rights
35.1. All material, documents and other property provided by the Client ("Client Materials") are the exclusive property of the Client and the Client hereby grants to the Supplier, with immediate effect, an irrevocable, non-exclusive, non-terminable, royalty-free licence including the right to grant sub-licences, to copy and make full use of the Client Materials for the purpose of performing the Services.
35.2. The Supplier shall own all Intellectual Property Rights (including copyright) relating to the materials it produces in relation to the Services. 35.3. The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client's use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Client and the Client agrees to abide by the terms of any such licence.
36. Force Majeure
The Supplier shall not be liable for failure to carry out its obligations under this Agreement in part or in whole, if prevented from so doing due to any event beyond its reasonable control including but not limited to trade dispute, strike, lockout, closure (including Client shut-down periods), interruption or failure of utility service, Act of God, terrorist action, flood, fire or bad weather.
37. Restrictions
37.1. In order to protect the Confidential Information, business and business connections of the Company: 37.1.1. During this Agreement and for six months after termination of this Agreement the Client shall not offer employment to any employees or other representatives of the Supplier with whom the Client contact without the Supplier’s prior written permission (except if required to do so by operation of law). If the Client breaches this condition it shall pay a fee to the Supplier for each employee recruited equivalent to three calendar months‘ wages of the employee in question. 37.1.2. Under no circumstances whatsoever shall the Client in any way seek to enter into a direct contractual arrangement with any sub-contractor of the Supplier (except to the extent that the Supplier expressly consents to the same) or in any way act to circumvent the payment of the fees and other sums due to the Supplier or in any other way seek to circumvent its obligations under this Agreement. This restriction shall continue in full force and effect for a period of six months after the termination of this Agreement.
38. Notices
38.1. Any notice given under this Agreement shall be in writing and signed by or on behalf of the Party giving it and shall be served by delivering it personally, or sending it by special delivery post to the relevant Party at its registered office for the time being or by sending it by fax to the fax number notified (in writing) by the relevant Party to the other Party. Any such notice shall be deemed to have been received: 38.1.1. if delivered personally, at the time of delivery;
38.1.2. in the case of special delivery post, 48 hours from the date of posting; and
38.1.3. in the case of fax, at the time of transmission.
38.2. The deemed service provisions set out in condition 23.1 do not apply to:
a. a notice served by post, if there is a national or local suspension, curtailment or disruption of postal services which affects the collection of the notice or is such that the notice cannot reasonably be expected to be delivered within forty-eight (48) hours after posting; and
b. a notice served by fax, if, before the time at which the notice would otherwise be deemed to have been served, the receiving Party informs the sending Party that the notice has been received in a form which is unclear in any material respect, and, if it informs the sending Party by telephone, it also despatches a confirmatory facsimile within two hours.
c. In proving such service it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant Party and delivered either to that address or into the custody of the postal authorities as a special delivery post or that the notice was transmitted by fax to the fax number of the relevant Party.
38.3. Neither Party shall attempt to prevent or delay the service on it of a notice connected with this Agreement.
39. Counterparts
This Agreement may be executed in two counterparts and by each of the Parties on separate counterparts, each of which when executed and delivered shall be deemed to be an original, but both counterparts together shall constitute one and the same agreement.
40. Respect at Work
The Supplier is committed to creating and maintaining a positive and upbeat working culture for our staff and Clients. The Supplier’s staff will always treat the Client, including Directors, Shareholders and Employees in a polite and respectful manner. In return, the Client agrees to treat the Suppliers staff in a polite and respectful manner. If it is reasonably deemed that the Client or any of its directors, shareholders or employees are rude, aggressive, or abusive to a staff member of the Supplier at any time, the Supplier reserves the right to immediately terminate all communication with the Client and resign as the Client’s accountant.
41. Governing Law and Jurisdiction
41.1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England.
41.2. The Parties hereby submit to the exclusive jurisdiction of the courts of England for all purposes in connection with this Agreement.
41.3. The Parties hereby agree that any legal proceedings may be served on them by delivering a copy of such proceedings to them at their respective addresses for the time being designated for the purpose of giving notices under condition 23.
1. Definitions and interpretation
1.1. In this Agreement unless inconsistent with the context or otherwise specified, the following expressions have the following meanings:
“this Agreement” the Letter of Engagement and its appendices, including without limitation these terms and conditions, as varied from time to time in accordance with its terms;
“Client” the client to whom the Letter of Engagement is addressed;
“Client Responsibilities” the Client’s responsibilities set out in paragraph 3 of the Engagement Letter;
“Commencement Date” the date on which the Engagement Letter is signed by the Client of if it is not signed the date which is two (2) days after the date of the Engagement Letter.
“Fees” the amount payable by the Client to the Supplier in consideration of the provision of Services by the Supplier in each Year and as set out in Annex 1 and Condition 4.
“Incoming Employee” means an individual whose contract of employment is claimed, or is deemed, to have effect after the date of commencement of the Services as if originally made between the Supplier and that individual as a result of the application of the Regulations to the supply of the Service;
“Intellectual Property Rights” means 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.
“Letter of Engagement” the letter from the Supplier a copy of which is signed by the Client engaging in Services of the Supplier;
“Outgoing Employee” means an individual who claims to have transferred to a Successor Supplier after the date of termination of this Agreement.
"Parties" the parties to this Agreement; and “Party” means either of them;
“Regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006;
“Services” the services which shall be provided by the Supplier to the Client in accordance with this Agreement as described at condition 3.1;
“Successor Supplier” means any person who takes over the supply of the Services on termination of this Agreement;
“Supplier” THE PEOPLE’S ACCOUNTANTS LIMITED (Company No.: 13983276) having its registered office at Norwood Suite (Office 12), Sheepbridge Business Centre, 655 Sheffield Road, Chesterfield, Derbyshire, S41 9ED, UNITED KINGDOM.
“VAT” Value Added Tax; and
“Year” the inclusive period from the Commencement Date to the day immediately preceding the first anniversary of the Commencement Date and each subsequent consecutive period of twelve (12) calendar months during the currency of this Agreement.
1.2. In this Agreement, unless the context otherwise requires:
1.2.1. words in the singular include the plural and vice versa and words in one gender include any other gender;
1.2.2. a reference to a statute or statutory provision includes:
a. any subordinate legislation (as defined in Section 21(1), Interpretation Act 1978, (as amended from time to time) under it;
b. any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it;
1.2.3. a reference to:
a. a “person” includes any individual, firm, body corporate, association or partnership, government or state (whether or not having a separate legal personality);
b. conditions are to conditions of this Agreement;
c. any provision of this Agreement is to that provision as amended in accordance with the terms of this Agreement; and
d. “indemnify” and “indemnifying” any persons against any circumstances include indemnifying and keeping it harmless from all actions, claims and proceedings from time to time made against it and all loss or damage and all payments, costs or expenses made or incurred by that person as a consequence of or which would not have arisen but for that circumstance;
1.2.4. The sign “£” means pound sterling in the official currency of the United Kingdom provided that if pounds sterling ceases to exist as the currency of the United Kingdom, or any part of it, then all reference in this Agreement to monetary amounts in pounds sterling shall be construed where applicable as references to amount in the currency replacing pounds sterling in the relevant part of the United Kingdom at the conversation rate applicable at the close of business on the latest normal working day before the day on which pounds sterling in that part o the United Kingdom cease to exist; and
1.2.5. The headings and contents page are for convenience only and shall not affect the interpretation of this Agreement.
2. Commencement and Duration
2.1. Subject to the terms set out in this Agreement, the Client engages the Supplier for the purpose of providing the Services to the Client.
2.2. This Agreement shall commence on the Commencement Date.
2.3. Subject to Conditions 3 and 6, this Agreement shall continue in force for a period of twelve (12) months from the Commencement Date (the “Minimum Period”) and shall continue until terminated by one Party giving to the other Party not less than ninety (90) days’ written notice to that effect, such notice to expire on the last day of the Minimum Period or any anniversary thereof.
3. Provision of Services
3.1. Acting at all times in accordance with the reasonable instructions and directions of the Client, during the term of this Agreement the Supplier shall provide to the Client Services of the following kinds with reasonable skill and care:
3.1.1. those services agreed between the Supplier and the Client and set out in Annex 1; and
3.1.2. such additional service(s) as may reasonability be requested from time to time by the Client in writing, subject to (i) the Parties agreeing the additional fees (if any) attributable to such service(s) and (ii) the Supplier (in its absolute discretion) being willing and legally able to perform such additional services(s).
3.2. In the performance of its duties under this Agreement, the Supplier shall (and shall take all reasonable endeavours to procure that each of the persons performing or assisting it to perform its obligations under this Agreement as permitted by condition 12 (appointment of sub-contractors) shall) exercise all reasonable skill and care and proper professional and technical expertise and judgment.
3.3. The Supplier shall act solely as an independent contractor and shall have no power, as agent or otherwise, to undertake on behalf of the Client any commitment or liability, except to the extent that the Client may direct in writing.
3.4. The Supplier reserves the right without penalty to withdraw with immediate effect or change the nature or type of the provision of Services under this Agreement if necessary to comply with statutory obligation or changes in the law or other compliance obligations or where requested to do so by a sub-contractor in order for such sub-contractor to comply with any such obligation or changes which the sub-contractor may be obliged to comply with.
3.5. Whilst the Supplier shall use reasonable efforts to assign the same staff to the Client it does not guarantee staff continuity and may rotate staff between the Client and its other clients as it sees fit. The Supplier may reduce the number of staff allocated to the Client (including but not limited to the coverage of absence) provided that the Services are performed to the level reasonably required by this Agreement. Time for performance shall not be of the essence.
3.6. In the event that the Supplier either at the specific request of the Client or otherwise in performing the Services is required to deal with any emergency situation or otherwise any situation as a matter of urgency then it shall be entitled to act as it shall see fit in order to deal with any such situation, including in relation to the incurring of costs as are reasonably necessary in the circumstances. The Supplier shall recover and the Client shall pay all reasonable and properly incurred costs as a result of the Supplier dealing with any such situation.
3.7. If the Supplier's performance of any of its obligations under this Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation including payment of Fees obligations (Client Default):
3.7.1. the Supplier 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 the Supplier's performance of any of its obligations;
3.7.2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this condition 3; and
3.7.3. the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.
4. Fees
4.1. Subject to conditions 3.1.2, 3.6, 4.4 and 4.6, the consideration for the provision of the Services by the Supplier to the Client shall be as set out in Annex 1. All Fees stated are exclusive of VAT which shall be payable at the applicable rate in addition to the Fees. The annual Fees plus any applicable VAT shall be payable in twelve (12) equal monthly instalments.
4.2. The Supplier reserves the right to increase its standard Fee rates, provided that no such increase shall take effect before the first anniversary of the Commencement Date. The Supplier will give the Client written notice of any such increase four (4) months before the proposed date of the increase. If such increase is not acceptable to the Client, it shall notify the Supplier in writing within fourteen (14) days of the date of the Supplier's notice and the Supplier shall have the right without limiting its other rights or remedies to terminate this Agreement by giving at least 90 days' written notice to the Client to expire on or after the last day of the Minimum Period. The Client shall reimburse to the Supplier all expenses reasonably incurred by it in the proper performance of its duties under this Agreement against production by the Supplier of such vouchers or other evidence of actual payment of such expenses as the Client may reasonably require.
4.3. If the Client authorises the Supplier and the Supplier finds that there is outstanding work due from previous periods before authorising the Supplier, the Supplier will contact the Client straight away for the Client’s instruction on whether or not the Client would like the Supplier to provide a quotation for the work involved. A previous period is where a period end is before the current date of the Client authorising the Supplier in relation to the Schedule of Services as outlined in Annex 1.
4.4. If invoices raised by the Supplier remain unpaid after the due date the Supplier may at its option:
4.4.1. terminate this Agreement immediately and immediately invoice for all Fees that would become payable during the remainder of the Minimum Period; and/or
4.4.2. charge interest at a rate of 5% above the Bank of England base rate on the outstanding amount Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount; and/or
4.4.3. suspend provision of the Services, and withhold documents and information, and these rights shall survive termination.
4.5. Subject to prior written approval from the Client, the Client shall be liable for any and all sub-contractor charges which arise to the Supplier in respect of Services procured by the Supplier in contemplation of and for the purposes of this Agreement.
4.6. If the Supplier or its appointed sub-contractor is prevented from performing the Services due to any Client Default the Client shall pay the corresponding Fees in full for that Service provision which would otherwise have been performed. This shall include but is not limited to any trade dispute or closure of premises or lack of accessibility at any time when Services would otherwise have been performed.
5. Authorisation
5.1. Once the Supplier has received the Letter of Engagement which is agreed and signed by the Client, the Supplier will request than an authorisation code is posted to the Client from the HMRC. It is highly advised that the Client forwards any codes received from the HMRC to the Supplier as soon as possible to avoid any unnecessary delays with the Supplier providing accountancy and payroll services.
5.2. Once the Client is registered with the Supplier, the Supplier will perform an identity check to conform with Anti-Money Laundering Legislation. This check may involve a credit search, which the Client agrees the Supplier to perform. Please note that this search is a soft search and so does not affect the Client’s credit score in any way. The Supplier does not carry out this check to assess credit worthiness.
5.3. As with other professional services firms, the Supplier is required to identify and verify each and every one of the Supplier’s Clients for the purposes of UK Anti-Money Laundering Legislation. Save in exceptional circumstances, the Supplier cannot start work for the Client until this requirement has been met. The Supplier may request from the Client, and retain such information and documents as required for these purposes, and/or make searches of appropriate databases including ID verification software.
5.4. The Suppler may share the Client’s personal data with the Supplier’s professional body, the Institute of Certified Practicing Accountants (ICPA), and/or the Office of Professional Body Anti-Money Laundering Supervisors (OPBAS) in relation to practice assurance and/or the requirements of the UK Anti-Money Laundering Legislation (or any similar legislation) in force.
6. Referral Fees
The Supplier makes use of carefully chosen affiliates that handle extra services offered to our clients. In some instances, the Supplier may be paid referral fees from these affiliates for the work they receive from the Supplier. The Client agrees to allow the Supplier to keep any referral fees generated.
7. Referral Rewards
When an existing Client refers a new Client to the Supplier, the existing Client will be rewarded with the current Referral Reward Scheme in place at the time of the referral. If the Referral Reward Scheme changes after an existing Client refers a new Client, the existing Client cannot request to be rewarded with an alternative reward. Referral rewards will not be backdated. The Supplier reserves the right to amend or withdraw the referral scheme at any time within notice.
8. Offers
Introductory offers apply only if the Client registers and engages with the Supplier as an ongoing client. If the Client cancels their service within twelve (12) months following the period the offer relates to, then the offer will not apply, and the full prices will become payable. For example, if a client was offered free incorporation of their company or a free period of service, and the Client was to cancel the Supplier’s services within twelve (12) months then the full prices of the free incorporation or free period of service will become payable.
9. Reliance on Advice
The Supplier will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if the Supplier provides oral advice (for example during the course of a telephone conversation), and as the Client, be able to rely on that advice, the Client must ask for the advice to be confirmed by the Supplier in writing.
10. Primary Point of Contact
It is the Supplier’s policy for our clients to designate a primary point of contact in their business. In most cases, this is a Director (for incorporated entities) or individual (for non-incorporated entities) who has engaged in accountancy and payroll services with the Supplier. Where there is more than one Director or individual who is authorised to have access to the accounting records and information, the Supplier requires written authority from the primary point of contact in order to authorise this.
11. Conflicts of Interest
In accordance with the Bribery Act 2010, the Supplier is committed to ensuring its business is conducted in a way which is legal, professional, fair and in accordance with the best interests of its clients. Potential conflicts of interest between the Supplier and its clients, as well as between clients themselves, are constantly monitored.
12. Client’s Responsibility for the Preparation of Financial Statements
12.1. The Client will agree to make available to the Supplier, as and when required, all the accounting records and related financial information necessary for the completion of the Client’s accounts. The Client agrees to make full disclosure to the Supplier of all relevant information. The accounts will be approved by the Client before the Supplier submits any accounts or returns to HMRC or Companies House.
12.2. The Client is responsible for ensuring that, to the best of the Client’s knowledge and belief, financial information, whether used by the Client’s business or for the accounts, is reliable. The Client is responsible for ensuring that the activities of the business are conducted honestly and that its assets are safeguarded, and for establishing arrangements designed to deter fraudulent or other dishonest conduct and to detect any that occur.
12.3. The Client is responsible for ensuring that the business complies with the laws and regulations appliable to its activities, and for establishing arrangements designed to prevent any non-compliance with laws and regulations and to detect any that occur.
12.4. If the Client used a professional for accountancy and payroll services before joining and engaged with the Supplier, then it is important that the Client provide their contact details to the Supplier, so that the Supplier can request vital information from them. If the Supplier cannot acquire the information the Supplier needs to start work for the Client, then the Supplier may charge the Client an additional fee for time spent to piece together the Client’s previous financial information.
13. Supplier’s Responsibilities for the Preparation of Financial Statements
13.1. The Supplier will compile the Client's annual accounts based on the accounting records and the information and explanations given to the Supplier by the Client. The Supplier shall prepare accounts to be approved by the Client before any returns are submitted.
13.2. The Supplier will advise the Client as to the adequacy of their records for preparation of the annual accounts and make recommendations for improvements which the Supplier considers necessary. The Supplier shall not be responsible if, as a result of the Client not taking the Supplier’s advice, the Client incurs losses or penalties.
13.3. The Supplier will act diligently to produce financial statements which accurately reflect the information supplied by the Client regarding its business affairs, but will not be responsible for erros arising from incorrect information supplied by the Client.
13.4. Any liability resulting from errors in the preparation of accounts, tax returns or any other work carried out is limit to the fee the Supplier charges for completing that work for Client.
13.5. The Supplier has a professional duty to compile accounts which conform to generally accepted accounting principles.
13.6. If the Client requires the Supplier to complete additional work which is outside the Schedule of Services included in the Client’s chosen package, then the Supplier would charge an additional fee appropriate to the work involved, and will be agreed by both parties prior to any work being undertaken.
13.7. If the Supplier has any records belonging to the Client after their year-end procedures have been completed, then the Supplier will return them to the Client by recorded delivery. If the Supplier has retained any records on the Client’s instruction then they will be automatically destroyed after seven (7) years.
13.8. The Supplier has a legal obligation to adhere to all civil and criminal legislation currently in force.
13.9. The Supplier will provide their professional services with reasonable care and skill and will always make every effort to ensure the Client meets the relevant deadlines. However, the Supplier will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities due to HMRC, Companies House or any other organisation under any circumstances.
14. Accounts / Returns
14.1. The Supplier will be able to act on the behalf of the Client for all their business accounting and taxation affairs from the date that the Supplier receives the completed and signed Letter of Engagement by the Client.
14.2. The Supplier will prepare the accounts and tax return based on the records and other information and explanations which the Client will provide.
14.3. The Client’s approval will be required before the Supplier submits any accounts or returns to Companies House or HMRC.
14.4. The Supplier will advise the Client the amounts of tax to be paid and the dates by which the Client should make the payments.
14.5. If after the Supplier completes the Client’s accounts/tax returns, the Client requests amendments to be made to the work already completed, then a quotation will be given to the Client for the additional work involved. The Supplier will deal with the HMRC regarding any amendments required to the Client’s return and prepare any amended returns which may be required.
14.6. Any overpayment that arises will be paid into the Client’s account from HMRC and transferred to the Client’s bank account the same working day through faster payment.
14.7. The Supplier will undertake all correspondence with HMRC on the Client’s behalf unless instructed by the Client.
14.8. It is important that the Client send their records to the Supplier in good time before any deadlines. The Supplier will send out frequent reminders from the date of the Client’s financial year end so that they know that the Supplier requires the Client’s records.
14.9. HMRC investigate a proportion of tax returns submitted each year. Businesses are selected either at random or because submitted figures look incorrect. As long as the Client is in service with the Supplier and is active, the Supplier will represent the Client during an investigation. There maybe an additional cost to this representation which is provided in the Schedule of Services.
14.10. The Client agrees that the Supplier can approach such third parties as may be appropriate for information that the Supplier consider necessary to deal with the Client’s affairs.
14.11. If the Client has engaged the Supplier as a Limited Company, up to two (2) directors/shareholders self-assessments are including within the Client’s fee. Self-assessment period runs from 6th April one year to the 5th April the next year. The first self-assessment period included in the Client’s fee will be the self-assessment period that the Clients first company’s financial year end falls into. For example. If the Client’s first company’s financial year with the Supplier is 1st July 2023 to 30th June 2024, the self-assessment(s) included will be for period 6th April 2024 to 5th April 2025.
14.12. The Supplier is a general accountant and small business tax specialist and the Supplier caters for the vast majority of accounts/tax requirements a small business may have. Where the Supplier do not have the relevant skills, experience, knowledge or competency, the Supplier will always endeavour to consult with affiliates for assistance. However, there are instances where a specialist is required. For example, if the Client’s business requires services such as EIS/SEIS form completion, R&D tax repayments, advice on investments, or TOMS advice, the Supplier may have to refer the Client to a specialist who can help. Such specialists may charge a fee for these services.
14.13. For Limited Companies, as UK accountants, the Suppliers service only applies to the UK entities, i.e UK companies or UK taxpayers. The Supplier cannot offer advice relating to other tax jurisdictions. Where the Client and/or the Client’s company could be considered tax resident in a country other than the UK, it is the Client’s responsibility to seek advice from a professional who has expertise in that jurisdiction. For the most part, if a company is incorporated in the UK, it has corporate residency in the UK. However, there can be exceptions. The Supplier only engages with and acts on behalf of companies which are resident in the UK, and as such the Client agrees that they consider their corporate residency and it is that of the UK.
14.14. If the Client engages with the Supplier’s services as a Limited Company, the Client is entitled to free self-assessments for up to two (2) directors/shareholders. Included in the free self-assessment can be employment income, employment benefits, UK benefits (including state pension), dividends relating to the UK company that is registered to the Supplier’s service and UK interest which is below £1,000. If there are additional sources of income such as property income or foreign dividends, then there will likely be additional fees which will be quoted and agreed upon in advance of the work taking place.
14.15. If the Client signs up to the Supplier’s services as a Sole Trader, partnership or individual, the Client’s self-assessment tax return is included in the fee. The Client’s self-assessment can include employment income, employment benefits, UK benefits (including state pension) and UK interest which is below £1,000/ If there are additional sources of incomes such as property income or foreign dividends, then there will likely be additional fees which will be quoted and agreed in advance to the work taking place.
14.16. If the Client’s company is eligible to claim Research and Development (R&D) Relief, and the Client is claiming for the first time or have not claimed in the previous three (3) financial years, then HMRC states that the Client must notify them within six (6) months after the Client’s financial period end for which the Client are claiming for. The Client acknowledge that it is their responsibility to ensure their company records are received by the Supplier within a reasonable amount of time before this deadline if the Client require assistance from the Supplier for claiming the R&D Relief. The Supplier cannot be held accountable for missing this deadline if it was not made known to the Supplier that the Client’s company was eligible to claim R&D Relief and/or the Client’s records were not made available to the Supplier in good time.
15. VAT Returns (If Applicable)
15.1. The Supplier will be able to act on the Client’s behalf for all of the Client’s business VAT affairs from the date the Letter of Engagement is agreed and signed by the Client and received by the Supplier.
15.2. The Supplier will send the VAT return to the Client for the Client’s approval before it is submitted to HMRC.
15.3. The Supplier will advise the Client as to the amount of VAT to be paid (or repaid to the Client or their companies) and the dates by which the Client should make any payments.
15.4. The Supplier will undertake all correspondence with HMRC on the Client’s behalf unless instructed to do otherwise by the Client.
15.5. The Client should ensure all supplies made by the business are shown in the records made available to the Supplier. It should be understood that by appointing the Supplier as the Client as its agent does not absolve the Client’s business from its statuary responsibilities. It should be drawn to the Client’s attention to the strict rules and time limits for the submission of such returns and the substantial penalties which may arise if these are not observed. It is therefore essential that the Supplier receives full information from the Client to enable the Supplier to ensure that returns are made on a timely basis.
16. Payroll (If Applicable)
16.1. To process the Client’s payroll, the Supplier requires certain information from the Client. This includes:
16.1.1. Notification within two (2) weeks of any employee who is ill for four (4) or more calendar days, including weekends, bank holidays etc. This will enable the Supplier to operate statutory sick pay for the Client.
16.1.2. Notification of any employee who becomes pregnant. This will enable the Supplier to operate statuary maternity pay. 16.1.3. Details of any money or benefits made available to employees by the Client or by a third party through the Client. 16.1.4. Hours worked, rates of pay, bonuses etc.
16.1.5. Notification of employees engaged by the Client or leaving the Client’s employment.
16.1.6. Details of holiday pay paid to employees.
16.1.7. Any notice of coding received by the Client (although the Supplier should receive a copy).
16.1.8. If any casual labour is taken on, the Client is required to operate P46 procedures. Completed P46 forms should be supplied to the Supplier for processing.
16.2. RTI returns must be received by HMRC on the day that Clients pay their employees. So it is very important that the Supplier received the Client’s payroll records on time.
16.3. It should be understood by the Client that appointment of the Supplier as the Client’s agent does not absolve the Client’s business from its statutory responsibilities. It should be brought to Client’s attention, the strict rules and time limits for the submission of such returns and the substantial penalties which may arise if these are not observed. It is therefore essential that the Supplier receives the full information from the Client promptly to enable the Supplier to ensure that the returns are made on a timely basis.
17. Bookkeeping (If Applicable)
17.1. If the Client engages with the Supplier and appoints the Supplier to complete bookkeeping on the Client’s behalf, the Supplier will input the Client’s business transactions into a recognised system. The Supplier will require all business documentation needed to complete the bookkeeping including sales invoices, purchase invoices, expense receipts, bank statements, paying in/cheque books and credit card statements (if applicable). 17.2. The Supplier will keep the Client’s paperwork until the Client’s year-end procedures have been completed, unless otherwise instructed by the Client. Once the Supplier has finished with the Client’s records, the Supplier will return them to the Client via recorded delivery.
17.3. If the Client completes their own bookkeeping then the Supplier would expect to receive records in a reconciled state (if a double entry system is appropriate). The Supplier will take samples to check that the bookkeeping has been complete properly. The Supplier will bring to the Client’s attention anything that does not seem correct and will await the Client’s instructions on how to proceed before continuing with the Client’s work. If the Client would like the Supplier to correct any bookkeeping errors, the Supplier will produce a quotation for the Client to agree upon before any work is carried out.
17.4. If after the Supplier completes the Client’s bookkeeping, the Client may request amendments to be made to the work already completed. In this situation, a quotation will be given to the Client for the additional work involved.
17.5. The bookkeeping quote the Supplier will provide to the Client prior to engaging with the Supplier is based on the volume of transactions estimated by the Client in relation to their business. Sometimes the Supplier may find that the actual amount of transactions is more than the Client initially estimated. In this instance, the Supplier would raise an invoice for the volume of transactions which exceed the Client’s original estimation at the Suppliers current price per transaction.
17.6. If the Client has any special requests for their bookkeeping requirements or where there is a greater than average amount of complexity, the Supplier may quote an hourly rate rather than the standard transactional rate. If the Supplier receives bookkeeping records which are more complex than initially estimated, the Supplier may recalculate the quotation. The Supplier will always ask for the Client’s agreement of the revised quotation before proceeding with the work.
17.7. If the Supplier is completing the Client’s bookkeeping, the records the Client sends to the Supplier (whether electronic or paper based) must be presented in an orderly fashion. Where there is significant time required for the Supplier to organise the Clients records, the Supplier may quote an additional fee for this work.
18. Contractors and IR35
If some or all of the Client’s business relates to contracting, then the Client should consider its risk to IR35. IR35 is legislation that aims to prevent contractors benefiting from tax advantages over that of an employee acting in a similar capacity. It is the Client’s responsibility to assess their risk to IR35 although the Supplier is happy to provide guidance and material that will help decide whether the Client is likely to be inside or outside the legislation.
19. Fair Usage Policy
19.1. The Supplier reserves the right to increase its fees for clients who use our service ‘excessively’ to ensure that the business relationship remains profitable. This policy would mainly be enforced for clients who consume the time of the Supplier’s accountants with unnecessary requests, an ‘unreasonable’ amount of questions, or queries that are not related to accountancy or the services which the Supplier offers. The Supplier is aware that new clients will require more help and advice when they first register and engage with the Supplier, or if they are new to business and the Supplier does take this into consideration.
19.2. If the Supplier considers a Client to be in breach of this policy, the Supplier will notify them in writing to give a choice of either increasing fees or a reduction in their demands on the time of the Suppliers accountants and admin staff.
20. Liabilities and Indemnities
20.1. The Client shall keep the Supplier indemnified and held harmless from and against all actions, proceedings, costs, expenses, loss and damage whatsoever arising out of or in connection with the performance, delay in performance, or lack of performance of the Client Responsibilities.
20.2. In Condition 5.1 the expression "costs, expenses, loss and damage" shall be given the widest interpretation lawfully possible and shall include the cost of complying with any direction, regulation, requirement or request made by or under or by virtue of any legislation (primary or secondary), order of any Government department or by-laws.
20.3. Nothing in this Agreement shall limit or exclude the Supplier's liability for:
20.3.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
20.3.2. fraud or fraudulent misrepresentation; or
20.3.3. any other liability which cannot be limited or excluded by applicable law.
20.4. The Supplier shall not be liable to the Client whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection this Agreement for:
20.4.1. any loss of profits; or
20.4.2. loss of anticipated savings, or
20.4.3. loss of contracts; or
20.4.4. loss of or damage to goodwill;
20.4.5. loss of revenue or business; or
20.4.6. loss of use or corruption of software, data or information; or
20.4.7. any special, indirect or consequential loss, (whether or not the Supplier has or shall have been advised of the possibility of any such loss, damage, costs, expenses or other claims occurring); nor
20.4.8. any loss or damage or fine suffered or incurred by the Client arising out of or in connection with a Client Default; or
20.4.9. any third party use of or reliance on the financial information provided by the Supplier.
20.5. Subject to the remainder of this condition 5, the Supplier's total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement in respect of any single incident or series of connected incidents shall not exceed the annual Fee for the Year in which the circumstances giving rise to the claim arose.
20.6. The obligations contained in condition 5 shall survive termination of this Agreement.
21. Termination
21.1. Either Party may terminate this Agreement immediately if
21.1.1. the other is in material breach of its obligations under this Agreement and:
a. the breach is (in the reasonable opinion of the Party not in breach) irremediable; or
b. if the breach is (in the reasonable opinion of the Party not in breach) remediable the Party in breach fails to remedy it (to the reasonable satisfaction of the Party not in breach) within thirty (30) days of notice requiring it to be remedied; or
21.1.2. if any encumbrancer takes possession of or a receiver or administrative receiver is appointed over any of the property or assets of the other or if the other makes a voluntary arrangement with its creditors or becomes subject to an administration order, has an administrator appointed or goes into liquidation (except for solvent amalgamation or reconstruction where the obligations of that other are effectively assumed by the resulting entity) or anything similar occurs in relation to the other Party; or
21.1.3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or 21.1.4. the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy.
21.2. Without limiting its other rights or remedies, the Supplier may terminate this Agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment and remains in default not less than fourteen (14) days after being notified to make such payment.
21.3. Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under this Agreement if the Client becomes subject to any of the events listed in condition 6.1.2 to 6.1.4 or the Supplier reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Agreement on the due date for payment.
21.4. Termination by the Supplier shall be without prejudice to its other rights and remedies.
22. Effect of Termination
22.1. Any termination of this Agreement shall be without prejudice to any obligation rights or liabilities of the Parties which have accrued on or before the date of termination.
22.2. Upon the termination of this Agreement:
22.2.1. each Party shall within 10 working days return the originals and any copies of all documents and materials provided to it by the other Party and certify in writing to the other Party that it has complied with the terms of this condition, save that the Supplier may retain such copies until all Fees due have been paid by the Client and for such a period as it may be required to keep by law or under any regulation or code of conduct;
22.2.2. notwithstanding termination, the terms of conditions 5, 7, 19, 20, 22 and 25 and any other terms which impliedly continue after termination shall continue in full force and effect; and
22.2.3. all Fees and charges and interest accrued (but unpaid) pursuant to this Agreement shall forthwith become due and payable and in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt.
23. Representations and Warranties
Each Party represents and warrants to the other party as follows:
23.1. it is a company duly incorporated under the laws of England and has the corporate power and authority to accept the terms of this Agreement and to perform its obligations under it;
23.2. its entry into this Agreement has been duly and validly authorised and all requisite corporate action has been taken in order to make such entry valid and binding upon it in accordance with the terms of this Agreement;
23.3. it enters into this Agreement as a commercial and not as a governmental act;
23.4. its entry into this Agreement will not:
23.4.1. breach or conflict with any provision of its certificate of incorporation or memorandum and articles of association or equivalent or result in a breach of, conflict with or constitute a default under any mortgage, deed, agreement or other instrument to which it is a party or by which it, or any of its properties or assets, are bound; or
23.4.2. violate any order, judgement or decree of any court or governmental agency to which it is a party or by which it, or any of its properties or assets, is bound.
The above representations and warranties shall continue in full force and effect notwithstanding the entry by the Parties into this Agreement.
24. Data Protection
24.1. Each Party acknowledges that it may be necessary from time to time to disclose or otherwise make available to the other Party certain Personal Data in order to comply with its obligations under this Agreement or as an incidental part of entering into this Agreement. In the event that either Party receives, holds or otherwise has such Personal Data made available to it, the receiving Party shall:
24.1.1. having regard to the state of technological development and the cost of implementing any measures take such technical and organisational measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to the harm that might arise from unauthorised or unlawful processing or accidental loss destruction or damage, and the nature of the data to be protected.
24.1.2. shall only use the Personal Data for the purposes of compliance with its obligations under this Agreement or otherwise in accordance with the reasonable instructions of the Data Controller;
24.1.3. process such data and information only in accordance with the Data Controller's instructions;
24.1.4. not transmit such data and information to a country or territory outside the European Economic Area without the Data Controller's prior express written consent; and
24.1.5. The organisation will regularly evaluate and test the effectiveness of its safeguards to ensure security.
24.1.6. Where the organisation engages third parties to process personal data on its behalf, such parties do so on the basis of written instructions, are under a duty of confidentiality and are obliged to implement appropriate technical and organisational measures to ensure the security of data. 24.2. Nothing in condition 9. shall in any way preclude the obligations of either Party to comply with its obligations under the Data Protection Act 1998 and the General Data Protection Regulation (EU 2016/679) together with all related applicable laws, regulations and subordinate legislation in force from time to time (the "Act").
24.3. The Client shall procure that any Data Subjects of the Client consent to the Supplier holding and processing data relating to them for legal, personnel, administrative and management purposes and in particular to the processing of any "Sensitive Personal Data" relating to the Data Subjects including, as appropriate:
24.3.1. information about the Data Subject's physical or mental health or condition in order to monitor sickness absence;
24.3.2. the Data Subject's racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; 24.3.3. information relating to any criminal proceedings in which the Data Subject has been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.
24.4. For the purposes of this condition, the terms "Data Controller", "Data Subject", "European Economic Area", "Personal Data" and "Sensitive Personal Data" shall be given the meanings as set out in the Act.
24.5. "Personal data" is any information that relates to an individual who can be identified from that information alone or in combination with other identifiers the organisation possesses or can reasonably access. Processing is any use that is made of data, including collecting, storing, amending, disclosing or destroying it.
24.6. "Special categories of personal data" means information about an individual's racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, health, sex life or sexual orientation and biometric data.
24.7. Individual rights As a data subject, individuals have a number of rights in relation to their personal data. To exercise any of these rights, an email should be sent to [email protected].
Subject Access Requests
Individuals have the right to make a subject access request. If an individual makes a subject access request, the organisation will tell him/her:
whether or not his/her data is processed and if so why, the categories of personal data concerned and the source of the data if it is not collected from the individual; to whom his/her data is or may be disclosed, including to recipients located outside the EU/EEA and the safeguards that apply to such transfers; for how long his/her personal data is stored (or how that period is decided); his/her rights to rectification or erasure of data, or to restrict or object to processing; his/her right to complain to the Information Commissioner if he/she thinks the organisation has failed to comply with his/her data protection rights; and Whether or not the organisation carries out automated decision-making and the logic involved in any such decision-making.
The organisation will also provide the individual with a copy of the personal data undergoing processing. This will normally be in electronic form if the individual has made a request electronically, unless he/she agrees otherwise.
In some cases, the organisation may need to ask for proof of identification before the request can be processed. The organisation will inform the individual if it needs to verify his/her identity and the documents it requires of the individual's data, it will respond within thirty days of the date the request is received.
If a subject access request is manifestly unfounded or excessive, the organisation is not obliged to comply with it. Alternatively, the organisation can agree to respond but will charge a fee, which will be based on the administrative cost of responding to the request. A subject access request is likely to be manifestly unfounded or excessive where it repeats a request to which the organisation has already responded. If an individual submits a request that is unfounded or excessive, the organisation will notify him/her that this is the case and whether or not it will respond to it.
Other rights
Individuals have a number of other rights in relation to their personal data. They can require the organisation to:
rectify inaccurate data; stop processing or erase data that is no longer necessary for the purposes of processing; stop processing or erase data if the individual's interests override the organisation's legitimate grounds for processing data (where the organisation relies on its legitimate interests as a reason for processing data); stop processing or erase data if processing is unlawful; and stop processing data for a period if data is inaccurate or if there is a dispute about whether or not the individual's interests override the organisation's legitimate grounds for processing data.
In addition, individuals have rights to:
be notified of a personal data breach which is likely to result in high risk to their rights and freedoms; make a complaint to the supervisory authority.
Impact assessments
Some of the processing that the organisation carries out may result in risks to privacy. Where processing would result in a high risk to individual's rights and freedoms, the organisation will carry out a data protection impact assessment to determine the necessity and proportionality of processing. This will include considering the purposes for which the activity is carried out, the risks for individuals and the measures that can be put in place to mitigate those risks.
Data breaches
If the organisation discovers that there has been a breach of personal data that poses a risk to the rights and freedoms of individuals, it will report it to the Information Commissioner within seventy-two (72) hours of discovery. The organisation will record all data breaches regardless of their effect.
Individual responsibilities
Individuals are responsible for helping the organisation keep their personal data up to date. Individuals should let the organisation know if data provided to the organisation changes, for example if an individual moves house or changes his/her bank details.
Individuals who have access to personal data are required:
to access only data that they have authority to access and only for authorised purposes; not to disclose data except to individuals (whether inside or outside the organisation) who have appropriate authorisation; to keep data secure (for example by complying with rules on access to premises, computer access, including password protection, and secure file storage and destruction); not to remove personal data, or devices containing or that can be used to access personal data, from the organisation's premises without adopting appropriate security measures (such as encryption or password protection) to secure the data and the device; and not to store personal data on local drives or on personal devices that are used for work purposes.
Failing to observe these requirements may amount to a disciplinary offence, which will be dealt with under the organisation's disciplinary procedure. Significant or deliberate breaches of this policy, such as accessing employee or customer data without authorisation or a legitimate reason to do so, may constitute gross misconduct and could lead to dismissal without notice.
Retention of Information
The People’s Accountants Ltd shall not retain information relating to the Client longer than is necessary for the purpose(s) for which it is obtained. The People’s Accountants will not retain any information about the Client and its business, which is out of date, or which is no longer required.
25. Waiver
No delay or failure by either Party to exercise any of its powers, rights or remedies under this Agreement shall operate as a waiver of them, nor shall any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.
26. Assignment
This Agreement is personal to the Client who may not assign or sub-contract without the Supplier’s prior written consent. Nothing shall prevent the Supplier from freely assigning, sub-contracting or otherwise transferring this Agreement to any third party or person.
27. Appointment of Sub-Contractors
27.1. The Supplier reserves the right to appoint such sub-contractors as it may from time to time deem appropriate in all the circumstances in order to comply with its obligations under this Agreement and the Supplier shall have absolute discretion as to the identity of any such sub-contractors and the Supplier shall not be obliged to procure the services of any particular third party service provider although may consider any such specific requests made by the Client.
27.2. In the event that any third party services are procured by the Supplier by way of subcontract then the Supplier reserves the right to pass on to the Client any additional costs associated with such appointment of the third party sub-contractor including but not limited to any increase in costs, charges, rates, fees, overheads or other expenditure which is levied by the sub-contractor and which is associated with this Agreement and/or the Services.
28. TUPE
28.1. It is the Parties understanding that the Regulations do not apply to this Agreement.
28.2. If despite the Parties understanding at clause 13.1 it is found and/or held that the Regulations do in fact apply in respect of any Incoming or Outgoing Employee then the Client shall on demand by the Supplier indemnify and fully reimburse the Supplier for all time, from and against all direct or indirect actions, proceedings, claims, demands, costs, expenses (including legal expenses), damages, liabilities and penalties whatsoever arising out of or in connection with:
a. the employment or termination of employment of any Incoming or Outgoing Employee;
b. defending any action brought by or in respect of any Incoming or Outgoing Employee; and
c. any obligation to any trade union, staff association or other employee representatives, whether under regulation 13 of the Regulations or otherwise in respect of any Incoming or Outgoing Employee.
29. Severability
If any part of this Agreement is found by any court or other competent authority to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of this Agreement which shall continue to be valid and enforceable to the fullest extent permitted by law.
30. Third Party Rights
Nothing in this Agreement is expressly or impliedly intended to confer on any third party any right to enforce any of its provisions pursuant to the Contracts (Rights of Third Parties) Act 1999, as amended from time to time.
31. Entire Agreement
31.1. This Agreement supersedes any agreements promises, assurances, warranties, representations and understandings made or existing between the Parties before or simultaneously with this Agreement (all of which shall be deemed to have been terminated by mutual consent with effect from the commencement date of this Agreement) and constitutes the entire understanding between the Parties in relation to the subject matter of this Agreement.
31.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. All conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
32. Variation
Except as otherwise permitted by this Agreement, no change to its terms shall be effective unless it is in writing and signed by or on behalf of both Parties.
33. Partnership
Nothing in this Agreement shall create or be deemed to create a partnership or the relationship of principal and agent or employer and employee between the Parties and neither Party shall be responsible for the acts or omissions of the employees or representatives of the other Party.
34. Confidentiality
34.1. Each Party to this Agreement shall keep confidential any information about the content of this Agreement and the business, affairs, customers, clients or suppliers of the other Party which may come within its knowledge during the term of this Agreement ("Confidential Information"), provided that each party may disclose the other party's Confidential Information:
34.1.1. by means or confidential communications between itself and its professional advisers and bankers;
34.1.2. to the extent required to be made by law, to any fiscal or regulatory authority or in accordance with the rules from time to time in force of any applicable recognised investment exchange (as defined in section 285 of the Financial Services and Markets Act 2000, as amended from time to time);
34.1.3. to the extent that information comes into the public domain, after the date of this Agreement, other than as a result (direct or indirect) of the act or omission of the receiving Party;
34.1.4. where that other Party has given its prior written consent in writing to its being disclosed; or
34.1.5. to the extent required for the purpose of exercising any right or enforcing any obligation, or performance of any obligation, under this Agreement.
34.2. The Client agrees not to use or copy or allow use or copying of the output of the Services for a third party without the Supplier's prior, written permission.
35. Intellectual Property Rights
35.1. All material, documents and other property provided by the Client ("Client Materials") are the exclusive property of the Client and the Client hereby grants to the Supplier, with immediate effect, an irrevocable, non-exclusive, non-terminable, royalty-free licence including the right to grant sub-licences, to copy and make full use of the Client Materials for the purpose of performing the Services.
35.2. The Supplier shall own all Intellectual Property Rights (including copyright) relating to the materials it produces in relation to the Services. 35.3. The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client's use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Client and the Client agrees to abide by the terms of any such licence.
36. Force Majeure
The Supplier shall not be liable for failure to carry out its obligations under this Agreement in part or in whole, if prevented from so doing due to any event beyond its reasonable control including but not limited to trade dispute, strike, lockout, closure (including Client shut-down periods), interruption or failure of utility service, Act of God, terrorist action, flood, fire or bad weather.
37. Restrictions
37.1. In order to protect the Confidential Information, business and business connections of the Company: 37.1.1. During this Agreement and for six months after termination of this Agreement the Client shall not offer employment to any employees or other representatives of the Supplier with whom the Client contact without the Supplier’s prior written permission (except if required to do so by operation of law). If the Client breaches this condition it shall pay a fee to the Supplier for each employee recruited equivalent to three calendar months‘ wages of the employee in question. 37.1.2. Under no circumstances whatsoever shall the Client in any way seek to enter into a direct contractual arrangement with any sub-contractor of the Supplier (except to the extent that the Supplier expressly consents to the same) or in any way act to circumvent the payment of the fees and other sums due to the Supplier or in any other way seek to circumvent its obligations under this Agreement. This restriction shall continue in full force and effect for a period of six months after the termination of this Agreement.
38. Notices
38.1. Any notice given under this Agreement shall be in writing and signed by or on behalf of the Party giving it and shall be served by delivering it personally, or sending it by special delivery post to the relevant Party at its registered office for the time being or by sending it by fax to the fax number notified (in writing) by the relevant Party to the other Party. Any such notice shall be deemed to have been received: 38.1.1. if delivered personally, at the time of delivery;
38.1.2. in the case of special delivery post, 48 hours from the date of posting; and
38.1.3. in the case of fax, at the time of transmission.
38.2. The deemed service provisions set out in condition 23.1 do not apply to:
a. a notice served by post, if there is a national or local suspension, curtailment or disruption of postal services which affects the collection of the notice or is such that the notice cannot reasonably be expected to be delivered within forty-eight (48) hours after posting; and
b. a notice served by fax, if, before the time at which the notice would otherwise be deemed to have been served, the receiving Party informs the sending Party that the notice has been received in a form which is unclear in any material respect, and, if it informs the sending Party by telephone, it also despatches a confirmatory facsimile within two hours.
c. In proving such service it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant Party and delivered either to that address or into the custody of the postal authorities as a special delivery post or that the notice was transmitted by fax to the fax number of the relevant Party.
38.3. Neither Party shall attempt to prevent or delay the service on it of a notice connected with this Agreement.
39. Counterparts
This Agreement may be executed in two counterparts and by each of the Parties on separate counterparts, each of which when executed and delivered shall be deemed to be an original, but both counterparts together shall constitute one and the same agreement.
40. Respect at Work
The Supplier is committed to creating and maintaining a positive and upbeat working culture for our staff and Clients. The Supplier’s staff will always treat the Client, including Directors, Shareholders and Employees in a polite and respectful manner. In return, the Client agrees to treat the Suppliers staff in a polite and respectful manner. If it is reasonably deemed that the Client or any of its directors, shareholders or employees are rude, aggressive, or abusive to a staff member of the Supplier at any time, the Supplier reserves the right to immediately terminate all communication with the Client and resign as the Client’s accountant.
41. Governing Law and Jurisdiction
41.1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England.
41.2. The Parties hereby submit to the exclusive jurisdiction of the courts of England for all purposes in connection with this Agreement.
41.3. The Parties hereby agree that any legal proceedings may be served on them by delivering a copy of such proceedings to them at their respective addresses for the time being designated for the purpose of giving notices under condition 23.
