These Terms refer to, and include clauses used for a monthly retainer package including bookkeeping services, thus may not be relevant to all clients.
1 MEANINGS
1.1 In these Terms, the following words are defined:
Terms – these Terms & Conditions as set out below, including any schedules;
Confidential Information – in relation to either party, any information (whether or not stated to be confidential or marked as such) which that party discloses to the other, or which the other party obtains from any information disclosed to it by that party, either orally or in writing or by any other means, under or in connection within these Terms;
Deliverables – all documents, items, plans, products, goods and materials supplied by the Supplier, including any methodologies, ideas, designs, computer programs, data, disks, tapes, and reports, in whatever form, which are developed, created, written, prepared, devised or discovered by the Supplier or its agents, sub-contractors, consultants and employees in relation to the Services;
Effective Date – the date on which a contract is signed by all parties;
Equipment – any equipment, systems, tools, cabling, items, materials or facilities requested or used directly or indirectly in the supply of the Services, by the Supplier or its sub-contractors;
Intellectual Property Rights – any invention, patent, utility model right, copyright and related right, registered design, unregistered design right, trade mark, trade name, internet domain name, design right, design, service mark, database rights, topography rights, rights in get-up, rights in goodwill or to sue for passing off and any other rights of a similar nature or other industrial or intellectual property rights owned or used by the Supplier in any part of the world whether or not any of the same is registered (or capable of registration), including applications and the right to apply for and be granted, extensions or renewals of, and rights to claim priority from, such rights and all equivalent or similar rights or protections which subsist now or will subsist in the future;
Services – the services which are set out and described on our All Services page, together with any other services which the Supplier provides or agrees to provide to the Customer through the change control procedure set out below (Change Control);
Service Charges – the charges for the Services, which are set out in Schedule 2;
Working Day – any day other than a Saturday, Sunday or public holiday in England and Wales.
Retainer Fee – means the sum specified in Schedule 2 as the Retainer Fee becoming due to the Provider under these Terms for each Retainer Period;
Retainer Period – means the period specified as such in Schedule 2;
Retainer Period Limit – means, for any particular Retainer Period, a total of £XXX in Fees equating to the maximum number of hours of Services available in that period, namely XXX hours of Services;
1.2 In these Terms, unless the context requires a different interpretation:
1.2.1 the singular includes the plural and vice versa;
1.2.2 references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of these Terms;
1.2.3 a reference to a person includes firms, companies, government entities, trusts and partnerships;
1.2.4 “including” is understood to mean “including without limitation”;
1.2.5 reference to any statutory provision includes any modification or amendment of it;
1.2.6 the headings and sub-headings do not form part of this Agreement; and
1.2.7 “writing” or “written” will include fax and e-mail unless otherwise stated.
2 BACKGROUND
2.1 The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
2.2 The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
- SERVICES PROVIDED
1.1 The Supplier shall provide the Services to the Customer on the terms and conditions of this Agreement from the Effective Date and as set out in Schedule 1 (refer to All Services for list of services).
1.2 The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
2 CLIENT’S OBLIGATIONS
2.1 The Client shall use all reasonable endeavours to provide all pertinent information to the Service Provider that is necessary for the Service Provider’s provision of the Services.
2.2 The Client may, from time to time, issue reasonable instructions to the Service Provider in relation to the Service Provider’s provision of the Services. Any such instructions should be compatible with the specification of the Services provided in the contract.
2.3 In the event that the Service Provider requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.
2.4 If any consents, licences or other permissions are needed from any third parties such as landlords, planning authorities, local authorities or similar, it shall be the Client’s responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).
2.5 If the nature of the Services requires that the Service Provider has access to the Client’s premises or any other location, access to which is lawfully controlled by the Client, the Client shall ensure that the Service Provider has access to the same at the times to be agreed between the Service Provider and the Client as required.
2.6 Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of this Clause 2 shall not be the responsibility or fault of the Service Provider.
3 TERM AND TERMINATION
3.1 The term of a contract/agreement (the “Term”) will begin on the date of signing a contract and will remain in full force and effect indefinitely until terminated as provided in these Terms.
3.2 An agreement may be terminated at any time by mutual agreement of the Parties.
3.2.1 In the event that either Party wishes to terminate an agreement, that Party will be required to provide 14 days’ written notice to the other Party.
3.3 Either Party may immediately terminate an agreement by giving written notice to the other Party if:
3.3.1 any sum owing to that Party by the other Party under any of the provisions of these Terms is not paid within 28 Business Days of the due date for payment;
3.3.2 the other Party commits any other breach of any of the provisions of these Terms and, if the breach is capable of remedy, fails to remedy it within 14 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
3.3.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
3.3.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
3.3.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under these Terms);
3.3.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
3.3.7 that other Party ceases, or threatens to cease, to carry on business; or
3.3.8 control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of an agreement. For the purposes of this Clause 3, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
3.4 For the purposes of sub-Clause 3.3.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
3.5 The rights to terminate an agreement given by this Clause 3 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
3.6 Except as otherwise provided in these Terms, the obligations of the Contractor will end upon the termination of an agreement.
4 EFFECTS OF TERMINATION
Upon the termination of an agreement for any reason:
4.1 any sum owing by either Party to the other under any of the provisions of these Terms shall become immediately due and payable;
4.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of an agreement shall remain in full force and effect;
4.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of these Terms which existed at or before the date of termination;
4.4 subject as provided in this Clause 4 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
4.5 each Party shall (except to the extent referred to in Clause 12) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.
5 DATA PROTECTION
5.1 All personal information that the Service Provider may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and the Client’s rights under the GDPR.
5.2 For complete details of the Service Provider’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Client’s rights and how to exercise them, and personal data sharing (where applicable), please refer to the Service Provider’s Privacy Notice available here: Privacy Policy.
6 DATA PROCESSING
6.1 In this Clause 6, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”).
6.2 The Parties hereby agree that they shall both comply with all applicable data protection requirements set out in the Data Protection Legislation. This Clause 6 shall not relieve either Party of any obligations set out in the Data Protection Legislation and does not remove or replace any of those obligations.
6.3 For the purposes of the Data Protection Legislation and for this Clause 6, the Service Provider is the “Data Processor” and the Client is the “Data Controller”.
6.4 The type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing are set out in our Privacy Policy.
6.5 The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in these Terms.
6.6 The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under these Terms:
6.6.1 Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law.
6.6.2 Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken are set out in our Privacy Policy.
6.6.3 Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential; and
6.6.4 Not transfer any personal data outside of the European Economic Area without the prior written consent of the Data Controller and only if the following conditions are satisfied:
6.6.4.1 The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;
6.6.4.2 Affected data subjects have enforceable rights and effective legal remedies;
6.6.4.3 The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and
6.6.4.4 The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.
6.6.5 Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);
6.6.6 Notify the Data Controller without undue delay of a personal data breach;
6.6.7 On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of these Terms unless it is required to retain any of the personal data by law; and
6.6.8 Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this Clause 6 and to allow for audits by the Data Controller and/or any party designated by the Data Controller.
6.7 The Data Processor shall not sub-contract any of its obligations to a sub-processor with respect to the processing of personal data under this Clause 6
without the prior written consent of the Data Controller (such consent not to be unreasonably withheld). In the event that the Data Processor appoints a sub-processor, the Data Processor shall: 6.7.1 Enter into a written agreement with the sub-processor, which shall impose upon the sub-processor the same obligations as are imposed upon the Data Processor by this Clause 6 and which shall permit both the Data Processor and the Data Controller to enforce those obligations; and
6.7.1 Ensure that the sub-processor complies fully with its obligations under that agreement and the Data Protection Legislation.
6.8 Either Party may, at any time, and on at least 28 days notice, alter this Clause 6, replacing it with any applicable data processing clauses or similar terms that form part of an applicable certification scheme. Such terms shall apply when replaced by attachment to these Terms.
7 PERFORMANCE
7.1 The Parties agree to do everything necessary to ensure that the terms of an agreement take effect.
8 CURRENCY
8.1 Except as otherwise provided in these Terms, all monetary amounts referred to in these Terms are in GBP, and are exlusive of VAT and any other fees (such as licence costs, etc.).
9 PAYMENT
9.1 The Contractor will charge the Client for the Services, charged per hour (the “Payment”). Rate is seen below in Schedule 2.
9.2 The Client will be invoiced on the last Friday of each month, or when the work is complete.
9.3 Invoices submitted by the Contractor to the Client are due within 14 days of receipt.
9.4 In the event that an agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of the Contractor.
9.5 The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client.
9.6 The Contractor will be solely responsible for the payment of all remuneration and benefits due to the employees of the Contractor, including any National Insurance, income tax and any other form of taxation or social security costs.
9.7 Where any payment pursuant to these Terms is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.
10 REIMBURSEMENT OF EXPENSES
10.1 The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
10.2 All expenses must be pre-approved by the Client.
11 INTEREST ON LATE PAYMENTS
11.1 Interest payable on any overdue amounts under these Terms is charged at a rate of 15.00% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.
12 CONFIDENTIALITY
12.1 Each Party undertakes that, except as provided by sub-Clause 12.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of an agreement and for 1 year after its termination:
12.1.1 keep confidential all Confidential Information;
12.1.2 not disclose any Confidential Information to any other party;
12.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms;
12.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
12.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 12.1.1 to 12.1.4 above.
12.2 Either Party may:
12.2.1 disclose any Confidential Information to:
12.2.1.1 any sub-contractor or supplier of that Party;
12.2.1.2 any governmental or other authority or regulatory body; or
12.2.1.3 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
to such extent only as is necessary for the purposes contemplated by these Terms (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 12.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 12, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
12.2.1.4 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of an agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.
12.3 The provisions of this Clause 12 shall continue in force in accordance with their terms, notwithstanding the termination of an agreement for any reason.
13 OWNERSHIP OF INTELLECTUAL PROPERTY
13.1 All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under these Terms, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
13.2 The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.
14 RETURN OF PROPERTY
14.1 Upon the expiry or termination of an agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
15 CAPACITY/INDEPENDENT CONTRACTOR
15.1 In providing the Services under an agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that an agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
16 RIGHT OF SUBSTITUTION
16.1 Except as otherwise provided in these Terms, the Contractor may, at the Contractor’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under these Terms and the Client will not hire or engage any third parties to assist with the provision of the Services.
16.2 In the event that the Contractor hires a sub-contractor:
16.2.1 the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.
16.2.2 for the purposes of the indemnification clause of these Terms, the sub-contractor is an agent of the Contractor.
17 AUTONOMY
17.1 Except as otherwise provided in these Terms, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with an agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
18 EQUIPMENT
18.1 Except as otherwise provided in these Terms, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance within an agreement.
19 NO EXCLUSIVITY
19.1 The Parties acknowledge that these Terms are non-exclusive and that either Party will be free, during and after the term of an agreement, to engage or contract with third parties for the provision of services similar to the Services.
20 LIABILITY, INDEMNITY AND INSURANCE
20.1 The Service Provider shall ensure that it has in place at all times suitable and valid insurance.
20.2 In the event that the Service Provider fails to perform the Services with reasonable care and skill it shall carry out any and all necessary remedial action at no additional cost to the Client.
20.3 The Service Provider’s total liability for any loss or damage caused as a result of its negligence or breach of these Terms shall be limited to £500,000.
20.4 The Service Provider shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by the Service Provider.
20.5 Nothing in these Terms shall limit or exclude the Service Provider’s liability for death or personal injury.
20.6 Subject to sub-Clause 20.3 the Service Provider shall indemnify the Client against any costs, liability, damages, loss, claims or proceedings arising out of the Service Provider’s breach of these Terms.
20.7 The Client shall indemnify the Service Provider against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by the Service Provider) caused by the Client or its agents or employees.
20.8 Neither Party shall be liable to the other or be deemed to be in breach of these Terms by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.
21 MODIFICATION OF Terms
21.1 Any amendment or modification of these Terms or additional obligation assumed by either Party in connection with an agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
22 TIME OF THE ESSENCE
22.1 Time is of the essence in these Terms. No extension or variation of these Terms will operate as a waiver of this provision.
23 ASSIGNMENT
23.1 The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under an agreement without the prior written consent of the Client.
24 ENTIRE AGREEMENT
24.1 It is agreed that there is no representation, warranty, collateral agreement or condition affecting these Terms except as expressly provided in these Term.
25 ENUREMENT
25.1 These Terms will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
26 TITLES/HEADINGS
26.1 Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting these Terms.
27 GENDER
27.1 Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
28 GOVERNING LAW
28.1 These Terms will be governed by and construed in accordance with the laws of Wales (and England where relevant).
29 SEVERABILITY
29.1 In the event that any of the provisions of these Terms are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of an agreement.
30 WAIVER
30.1 The waiver by either Party of a breach, default, delay or omission of any of the provisions of these Terms by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
31 FORCE MAJEURE
31.1.1 No Party to an agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question. 31.1.2 In the event that a Party to an agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period of 5 days, the other Party may at its discretion terminate this Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of this Agreement.
32 NOTICES
32.1 All notices under these Terms shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
32.2 Notices shall be deemed to have been duly given:
32.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
32.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
32.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
32.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
32.3 In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
33 BOOKKEEPING SERVICES
33.1 The Client will co-operate with the Contractor and will provide to the Contractor, at the Contractor’s request, unrestricted access to such relevant business records and other information of the Client or relating to the Client’s requirements in respect of the Services and will provide ongoing access to the Client’s relevant business software as is reasonably necessary to enable the Contractor to perform the Services.
33.2 Further, and without limiting the generality of the obligations under sub-Clause 33.1, the Client and the Contractor will on or before the Commencement Date agree all of the types of such business records and other information that the Client needs to keep and when the Client needs to provide those records and that information to the Contractor.
33.3 Further, and without limiting the generality of the obligations under sub-Clauses 33.1 and 33.2, the Client or his/her/its staff will, on an ongoing basis during the Term, in a timely and efficient manner:
33.3.1 provide the Contractor with the Client’s business records, information and answers to any questions the Contractor has in relation to the Client’s bookkeeping;
33.3.2 keep and provide to the Contractor an adequate record of all receipts, whether credit card, bank or cash;
33.3.3 provide identification of all cash receipts as to source (i.e., loans, sales, etc.), and information concerning all transactions that are consummated with cash;
33.3.4 provide bank paying in books and deposit receipts;
33.3.5 keep and provide to the Contractor an adequate record of all payments, whether credit card, bank or cash;
33.3.6 provide relevant bank cash transfer information (receipts and payments);
33.3.7 keep and provide to the Contractor all bank and credit card statements, written up cheque stubs, and cancelled cheques;
33.3.8 provide to the Contractor all sales invoices and all purchase invoices. These should be marked clearly as whether paid or unpaid and where paid the payment method (bank, cash, credit card);
33.3.9 provide copies of other basic documents reflecting the Client’s financial transactions, including summaries of cash receipts and sales (cash and charge, listings of accounts receivable and accounts payable;
33.3.10 provide documentary support of property and equipment transactions-purchases, trades, sales, and other dispositions;
33.3.11 provide information concerning any mortgage or pledge of business assets on business debts, any personal guarantees or debt, leases, or other information that effects or may affect the results of operations of the Client’s business; and
33.3.12 any other financial information which will be necessary for purpose of producing and maintaining full and accurate accounting records and trial balance.
33.4 If the Client does not fully and on a timely basis comply with its obligations under sub-Clause 33.1 to 33.3, that will be a breach of the Client’s obligations and, if that breach materially impedes the carrying out of the Services by the Contractor, the Contractor may suspend the Services or withdraw from the engagement to carry out the Services.
33.5 The Client is responsible for ensuring that the activities of the business are conducted honestly, and for safeguarding the assets of the business and for taking reasonable steps to prevent and detect fraud and other irregularities.
33.6 The Client (and not the Contractor) is responsible for:
33.6.1 ensuring the maintenance of the Client’s business records, including security of those records and prevention against fraud;
33.6.2 ensuring that, to the best of the Client’s knowledge and belief, financial information, whether used by the business or for the accounting records, is accurate and complete;
33.6.3 the information contained in any management or audited accounts or statutory return and the Client must retain all necessary supporting documentation to substantiate the transactions reflected in any such documents;
33.6.4 adopting sound accounting policies, for maintaining an adequate and efficient accounting system, for safeguarding assets, for authorizing transactions, for retaining supporting documentation for those transactions;
33.6.5 making management decisions and carrying out management functions;
33.6.6 designating a competent employee to oversee any of the Services, and evaluating the adequacy and results of those Services;
33.6.7 the design, maintenance and implementation of systems and programs of internal controls that will, among other things, help assure the preparation of proper financial statements, prevention and detection of fraud;
33.6.8 informing the Contractor about all known or suspected fraud affecting the Client involving (a) management (b) employees who have significant roles in internal control, and (c) others where the fraud could have a material effect on the financial statements;
33.6.9 informing the Contractor of the Client’s knowledge of any known, alleged or suspected fraud affecting the Client, and any allegations of fraud received in communications from employees, former employees, regulators, or others; and
33.6.10 identifying and ensuring that the Client complies with applicable laws and regulations.
33.7 Subject to Clause 12, the Client shall ensure that no Confidential Information created or prepared for the Client, or given to it by, the Contractor is disclosed to, or used or relied on by, any third party.
34 ANTI-MONEY LAUNDERING REGULATIONS
34.1 All accountants (including bookkeepers) must comply with onerous duties imposed by the Proceeds of Crime Act 2002, the Terrorism Act 2000 and The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the “Anti Money Laundering Regulations”, MLR), which are intended to inhibit the activities of terrorists and other criminals by denying them access to technical expertise. If the Contractor fails to perform these duties, it risks imprisonment.
34.2 Before the Contractor accepts the Client’s instructions, the Contractor may need to obtain ‘satisfactory evidence’ to confirm the Client’s identity. In certain circumstances, the Contractor may need to obtain evidence confirming the identities of third parties, the source of any funds or other property, the purpose of any instructions, the beneficial ownership of the Client, or any other matter. The Contractor may also need to obtain such evidence after it has have begun to act on the Client’s instructions.
34.3 The Contractor assumes that the Client is honest and law abiding. However, if at any time, there appear to be grounds to suspect (even if the Contractor does not actually suspect) that the Client’s instructions relate to ‘criminal property’, the Contractor is obliged to make a report to the National Crime Agency (“NCA”), but the Contractor is prohibited from telling the Client that the Contractor has done so.
34.4 In such circumstances, the Contractor must not act on the Client’s instructions without consent from NCA. If NCA do not refuse consent within 7 working days the Contractor may continue to act. If NCA issue a refusal within that time, the Contractor must not act for a further 31 days from the date of the refusal.
34.5 ‘Criminal property’ is property in any legal form, whether money, real property, rights or any benefit derived from criminal activity. It does not matter who carried out the criminal activity or how removed the property is from the original crime. Even if the Client is honest in his/her/its dealings, if his/her/its property represents a benefit from someone else’s crime, the Contractor must still make a report.
34.6 Activity is considered ‘criminal’ if it is a crime under UK law, no matter how trivial. For example, tax evasion is a criminal offence but an honest mistake is not. The Contractor will assume that all discrepancies are mistakes unless there is contrary evidence.
34.7 As outlined in sub-Clauses 34.1 to 34.6 above, provision of the Services by the Contractor requires it to comply with the Anti Money Laundering legislation (AML). Since the Contractor is not a member of any relevant professional body, or HMRC, it cannot be supervised by such body for AML compliance purposes, therefore all work carried out must be checked by the Client’s accountant which must be registered/supervised by a professional body. Said bodies include, but not limited to The Association of Chartered Certified Accountants, The Institute of Certified Bookkeepers, Association of Accounting Technicians, and Financial Conduct Authority as seen here: https://www.gov.uk/anti-money-laundering-registration.
SCHEDULE 1 – Specification of Services
Please see All Services for our full list of services.
SCHEDULE 2 – Fees and Payment
A. The Retainer Fee for each period of 1 month referred to in the agreement as the “Retainer Period”, will be £XXX representing (a maximum of) XX working hours (excluding breaks or other non-working time) priced at a rate of £XX per working hour for work which may be or is carried out in that period.
Accordingly for the purposes of these Terms the Value of each hour worked in a Retainer Period up to that maximum number of working hours shall be the amount of the said rate and the total Value of the maximum number of hours shall be the amount of the Retainer Fee.
B. The Retainer Fee for the first Retainer Period shall be due and payable upon the issue of an invoice for it and the Provider shall issue an invoice for it on or after the date of an agreement.
C. The Retainer Fee for any subsequent Retainer Period shall be due and payable upon the issue of an invoice for it and the Provider shall issue an invoice for it on or up to 5 days before the beginning of that particular Retainer Period.
D. The Provider may at any time give written notice to the Client notifying the Client that with effect from a date stated therein (“Price Increase Date”) being a date later than 1 year after the Commencement Date, the Retainer Fee will increase. The Provider’s notice must be given at least 30 days before the Price Increase Date. The increase will take effect from the Price Increase Date if the agreement has not terminated on or before that Price Increase Date.