1. Definitions & General
(a) In these terms of business:
contract means our proposal, these terms of business, your order and our acceptance; we/us means Wessex Commercial Solutions Ltd, a company registered in England number 6846057; you means the person, company or organisation which has placed the order; services means commercial advice and support and any other services which we have agreed to provide, consisting of one or more projects; our Institute means the Institute of Chartered Accountants in England and Wales.
(b) These conditions override any terms and conditions you have put forward unless we have agreed to any other conditions in writing.
(c) The proposal is valid for 30 days (unless stated otherwise), and is subject to us receiving reasonable notice to provide the services and to us having personnel and other resources available.
(d) Neither you nor we are an agent or employee of the other party. We will provide you with services as an independent contractor.
(e) You may not assign this contract without our prior written agreement.
(f) We do not grant any right to any person other than you to enforce any term of this contract.
(g) If any term in this contract cannot be enforced, it will not affect the remaining terms.
(h) The contract will be governed by English law.
2. Our fees and payment
(a) You must pay the fees stated in the contract, plus VAT or any other applicable taxes. Our VAT number is 948 2477 82. If any non-UK taxes are payable, you must pay these in addition to the fees stated in the contract.
(b) You must also pay any expenses incurred in the provision of the services (such as third party fees, travel and accommodation expenses, postage or courier costs, printing costs), which will be charged at cost.
(c) You must pay our invoices within 14 days from the date of invoice.
(d) Any discounts offered to you are strictly on condition that payment is made in full and on time and if these conditions are not met, any discount will be withdrawn. Any item discounts offered are subject to you taking the full package described in our proposal.
3. How our packages work
(a) Our Annual Return and Corporation Tax Service is suitable for “micro” companies who are exempt from audit. If you exceed more than one of the thresholds we describe in our proposal, our fees will increase to the next pricing level.
(b) To use our Bookkeeping Service you must forward your bills and receipts to a designated email address we provide, or take a photograph of them using a mobile app (available for certain supported iOS and Android devices). If you go over the bills / receipts thresholds for one or two months that’s fine. If it’s more than three months, you’ll need to move up a plan.
(c) To use our VAT or Management Accounts Services, you’ll need to use our Bookkeeping Service or ensure your records are up-to-date within a week of the month end. A 50% price increase applies if you do your own bookkeeping, and additional fees of up to 50% may be applied if you interfere with our bookkeeping activities.
(d) If we’re providing Payroll services, you will need to provide the information we request, and tell us if there are any changes. Our services assume you have low levels of sickness absence. Unless specified, our service does not include emailing payslips to your employees, however your employees can download their payslip online or using a mobile app (available for certain supported iOS and Android devices), or we can show you how to send them by email.
(e) If we’re providing a Xero Setup Pack, training may be carried out over the phone or online.
(f) If we’re providing a Support Service or Management Accounts, you can contact us anytime by phone, email to email@example.com or online. We will typically acknowledge your support request by the next working day. Our ‘Fair Use’ policy means that if we find we’re providing a higher than expected level of support over a prolonged period, we’ll get in touch to see if we can provide a more appropriate package, e.g. an onsite training session or Bookkeeping Services.(g) Our Self Assessment Tax return services are suitable for individuals whose main income is from the business we advise, and who have a limited number of income streams from the UK. It does not include specialist tax advice.
(h) Our Mileage App is available for certain supported iOS and Android devices.
(i) We reserve the right to charge additional fees at our prevailing rates if we incur additional costs because you have not followed the procedures we have agreed or because you have not met the criteria specified. We reserve the right to charge additional fees at our prevailing rates if we incur additional costs because you have not followed procedures we have agreed.
4. Your responsibilities
(a) Our fees are based on the criteria set out in our proposal. You must tell us if your circumstances change (e.g. your turnover increases significantly, you take on new employees or introduce new products, services or open at new premises).
(b) We will not audit your accounts. This means we will not produce a report which verifies the assets, liabilities, income or expenditure of your business.
(c) If HMRC wish to conduct an enquiry into your tax affairs we will require a further assignment, unless you have subscribed to our Tax Investigation Service. In order to enable us to provide our services, you must maintain accurate, complete and legible accounting records, and provide any additional information / explanations we need, including:
- receipts and payments
- bank statements
- debtors (customers who owe you money) and creditors (suppliers who you owe money)
- value of your stock
- work in progress
We recommend you retain your original records, whether they are paper or digital, for at least 6 years after the year-end to which they relate.
(d) The information you provide must be accurate, complete and legible, and you must provide any information which may be relevant, even if we haven’t specifically asked for it.
(e) We’re happy to answer any questions you have about your business, however you will continue to be responsible for general business and financial matters, and must ensure that:
- the information you provide is accurate and complete
- your business is being conducted honestly
- you are safeguarding your assets and taking reasonable steps to prevent and detect fraud
- you are complying with the laws and regulations which apply.
(f) If our proposal includes annual accounts or tax matters, it is also subject to us making professional enquiries with your previous accountant or tax adviser and being satisfied with the outcome of those enquiries. In the event that we are not satisfied by the outcome, if we have undertaken any preliminary work, the fees for that work will become due for payment immediately, and we will not be obliged to carry out any further work.
5. You may not solicit our employees
(a) You agree that during the contract and for 12 months after termination you will not, unless we have agreed in writing, either directly or indirectly solicit or attempt to solicit, divert or hire any of our employees or subcontractors.
(b) If you solicit any of our employees in breach of clause 3(a) above, you agree to pay a fee equivalent to 30% of the value of the employee’s annual remuneration and benefits package. You agree that this is a reasonable sum which reflects the likely costs of recruiting and training a replacement employee.
6. Reliance on advice
(a) We 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 we provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.
7. Confidentiality, intellectual property and data protection
(a) Any advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it. We will accept no responsibility to third parties for any aspect of our services or work that is made available to them.
(b) Any confidential information which you provide to us will be kept confidential. We may on occasions subcontract services to other professionals. The subcontractors will be bound by our client confidentiality terms. Any confidential information which we provide to you must be kept confidential, except to the extent that:
(i) it is generally available in the public domain; or
(ii) disclosure is required by applicable law or regulations having the force of law.
(c) We continue to own the intellectual property rights in any data or documents which we provide as part of the services, and they must only be used for the purpose agreed in the contract.
(d) We will comply with the provisions of the Data Protection Act 1998 and the GPDR when processing personal data about you and your family. We may process personal data:
(i) with your consent (for instance, to receive email marketing communications), and/or
(ii) in order to carry out the services, and/or
(iii) for the legitimate purposes of business management, sales and marketing (except where these interests are overridden by your interests, rights or freedoms, for instance, where you tell us you don’t want to receive sales calls), and/or
(iv) in relation to our legal obligations (for instance in relation to anti-money laundering requirements).
If you would like to see the data we hold about you, or would like us to update our records, please contact us. You may complain to the Information Commissioner’s Office (https://ico.org.uk/) if you think there is a problem with the way we are handling your data.
(e) We operate online and use cloud-based services to ensure we deliver the best possible service to you. This often means that data, which may include personal data, is held outside the EU.
8. Limits of our liability
We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default. In accordance with the disclosure requirements of the Services Regulations 2009, our professional indemnity insurer is Hiscox, of 1 Great St Helen’s, London, EC3A 6HX. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States of America or Canada.
(a) Exclusion of liability for loss caused by others: We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are due to the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are due to a failure to act on our advice or a failure to provide us with relevant information
(b) Exclusion of liability in relation to circumstances beyond our control: We will not be liable for any losses, costs or expenses (including, but not restricted to, legal expenses) arising from any delay or failure to carry out the contract caused by circumstances beyond our control, or from any failure to supply the services within any specified dates or times. In the event of any delays beyond our reasonable control, you agree to allow us reasonable additional time to supply the services, and to pay us reasonable additional costs incurred.
(c) Exclusion of liability relating to the discovery of fraud etc: We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers. This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry.
(d) Indemnity for unauthorised disclosure: You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.
(e) Exclusion of liability for indirect or consequential losses: Neither you nor we shall be liable for any indirect or consequential losses, including, but not limited to business interruption, loss of production, loss of profit.
(f) Limitation of aggregate liability: Our liability to you for any reason whatsoever (except for death or personal injury) shall be limited to the sums paid by you in respect of each project. You may request in writing that our liability should be limited to a higher sum and this will be agreed on the condition that we can put in place suitable insurance cover for the higher sum and you pay to us in advance the premiums payable in respect of that insurance.
9. Circumstances when we may end the contract
(a) Either you or we may break this contract if the other party:
(i) breaches this contract; or
(ii) becomes bankrupt; or
(iii) starts to be wound up or a receiver or administrator is appointed over all or part of the party’s assets; or
(iv) enters into any agreement with its creditors or a voluntary agreement is made which affects it; or
(v) enters into a voluntary agreement; or
(vi) there is, in your or our reasonable opinion, a substantial change in the control of the other party.
(b) We may break this contract immediately if you fail to cooperate with us, or in the case of tax services, we have reason to believe you have provided us or HMRC with misleading information.
(c) We may break this contract by giving you 30 days notice in writing.
(d) If we end the contract it will not affect our right to recover any money you owe us under the contract or damages we claim as a result of you breaching this contract. On termination of the contract for any reason all sums payable by you to us shall become due immediately.
10. How we will conduct our business
(a) We will observe the bye-laws, regulations and ethical guidelines of our Institute and accept instructions to provide services to you on the basis that we will act in accordance with them. These requirements are available in English at www.icaew.com/regulations.
(b) If a conflict of interest should arise, either between you and another of our clients, or in the provision of multiple services to you, we will take such steps as are necessary to deal with the conflict, and we would be guided by the ethical guidelines referred to above.
(c) If during the provision of services to you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Conduct Authority as we are not.
(d) In some circumstances we may receive commissions or other benefits for introductions to other professionals or transactions we arrange for you. In this case, we will notify you in writing of the amount, the terms of payment and receipt of any such commissions or benefits. The fees you would otherwise pay as described in our quotation will not be reduced by such amounts. You agree that we can retain the commission or other benefits without being liable to account to you for any such amounts. We will often receive a volume-based percentage discount or similar reduction on the quoted fee which we charge you for software subscriptions. You agree that we may retain this benefit.
(e) We wish to provide a high quality of service at all times. If at any time you would like to discuss with us how we could improve our service, or if you are dissatisfied with the service you are receiving please let us know by contacting the Managing Director. We will look into any complaint carefully and promptly and do all we can to explain the position to you. If we have given you a less than satisfactory service, we undertake to do everything reasonable to put it right. If you are still not satisfied you may of course refer the matter to our Institute.