Terms of Business

These Terms of Business (“Terms”) apply to all services provided by Simple Bookkeeping (“Simple Bookkeeping”, “we”, “us” or “our”) to a client (“Client”, “you” or “your”), unless otherwise agreed in writing.

Together with any engagement letter, quotation, proposal, schedule of services or other written agreement issued by us and accepted by you (the “Agreement”), these Terms form the contract between you and Simple Bookkeeping.

If there is any conflict between these Terms and a specific written Agreement, the provisions of the Agreement will prevail to the extent of the conflict.

1. Definitions and interpretation

1.1 Definitions

In these Terms:

Agreement means these Terms together with any engagement letter, quotation, proposal, schedule of services or other written agreement between Simple Bookkeeping and the Client.

Client means the individual, sole trader, partnership, company or other organisation to whom Simple Bookkeeping provides Services.

Client Information means any documents, records, data, information or instructions supplied by or on behalf of the Client.

Data Protection Legislation means all applicable UK legislation relating to the protection of personal data and privacy, including the UK General Data Protection Regulation (“UK GDPR”), the Data Protection Act 2018, and any legislation replacing or supplementing them.

Fees means the charges payable by the Client for the Services.

Services means the bookkeeping, payroll, tax-return support, accounting software support and other services agreed between the Parties.

Third-Party Provider means any external software provider, technology provider, payment provider, professional adviser or other third party used in connection with the Services.

1.2 Interpretation

Unless the context requires otherwise:

1. words in the singular include the plural and vice versa;
2. references to a person include an individual, company, partnership, organisation or other legal entity;
3. references to legislation include amendments, replacements and subordinate legislation;
4. references to writing include email and other agreed electronic communications; and
5. headings are for convenience only and do not affect the interpretation of these Terms.

2. Provision of Services

2.1 We will provide the Services described in the Agreement with reasonable care and skill.

2.2 The scope of the Services will be determined by the Agreement and any subsequent written agreement between us.

2.3 Unless expressly agreed otherwise, our Services do not include legal advice, investment advice, financial planning, regulated financial advice or specialist tax advice outside the agreed scope of work.

2.4 We may use employees, contractors, agents or appropriate Third-Party Providers to assist us in delivering the Services.

2.5 Where we use a Third-Party Provider, we will take reasonable steps to ensure that the provider is suitable for the relevant service.

3. Our duties

3.1 We will perform the Services with reasonable care and skill and in accordance with applicable professional and legal requirements relevant to the Services we provide.

3.2 We will maintain appropriate records relating to the Services provided to you.

3.3 Where appropriate, we will provide you with reports, records, calculations, submissions or other documents produced as part of the Services.

3.4 We will communicate with you regarding matters that reasonably require your attention.

3.5 We will take reasonable steps to meet agreed deadlines, provided that you provide all necessary information and approvals within sufficient time.

3.6 We may decline to undertake work where, in our reasonable opinion, the work would be unlawful, inappropriate, outside our competence or outside the agreed scope of Services.

4. Client responsibilities and information

4.1 You agree to provide us with all information, documents, records and instructions reasonably required to perform the Services.

4.2 You are responsible for ensuring that information supplied to us is accurate, complete and provided within the requested timeframe.

4.3 You must promptly notify us of any changes that may affect the Services, including changes to:

• Your business structure;
• Your contact details;
• Bank accounts;
• Employees or workers;
• Payroll information;
• Income or expenditure;
• Tax circumstances;
• Accounting software;
• Company ownership or directorship; or
• Any other information relevant to the Services.

4.4 We are entitled to rely on information provided by you unless there is a reasonable basis to believe that the information is incorrect or incomplete.

4.5 We are not responsible for errors, penalties, interest, losses or missed deadlines resulting from inaccurate, incomplete or late information supplied by you or by a third party acting on your behalf.

4.6 You remain responsible for maintaining appropriate underlying business records and supporting documentation.

5. Instructions and authorisation

5.1 You authorise us to act on reasonable instructions provided by you or by persons you have authorised to act on your behalf.

5.2 Instructions may be provided by email, telephone, written communication or another method agreed between us.

5.3 Where instructions are provided electronically, we may rely on the authenticity of the communication where we reasonably believe it was sent by an authorised person.

5.4 We will not knowingly act on instructions that we reasonably believe are unlawful, fraudulent or otherwise inappropriate.

5.5 Where we require clarification or further information before acting, we may delay the relevant work until satisfactory clarification or information has been provided.

5.6 You are responsible for ensuring that all persons authorised to provide instructions to us act within the authority given to them.

6. Bookkeeping Services

6.1 Where bookkeeping Services are provided, we will carry out the agreed bookkeeping activities using the information and records supplied by you.

6.2 Depending on the agreed scope, bookkeeping Services may include:

• Recording sales and purchases;
• Processing receipts and invoices;
• Bank reconciliation;
• Categorising transactions;
• Maintaining accounting records;
• Preparing management information;
• Processing expenses; and
• Other bookkeeping activities agreed with you.

6.3 We are not required to independently verify every transaction, receipt, invoice or document supplied by you unless this has been specifically agreed as part of the Services.

7. Tax returns and Self Assessment

7.1 Where agreed, we may assist with the preparation and submission of Self Assessment tax returns or other tax-related information.

7.2 You are responsible for providing complete and accurate information required to prepare your tax return.

7.3 Before submission, you remain responsible for reviewing the information presented to you and confirming that it is complete and accurate.

7.4 We do not guarantee any particular tax outcome, refund, tax saving or tax liability.

7.5 We cannot accept responsibility for penalties, interest or other consequences resulting from inaccurate or incomplete information supplied by you or from your failure to provide information or approvals within sufficient time.

8. Payroll Services

8.1 Where payroll Services are provided, you must provide accurate and timely information relating to your employees and workers.

This may include:

• Employee names and personal details;
• Pay rates;
• Hours worked;
• Starters and leavers;
• Holiday information;
• Statutory payments;
• Pension information;
• Tax codes;
• National Insurance information; and
• Other information required to operate payroll.

8.2 You are responsible for notifying us promptly of changes affecting payroll.

8.3 We will use reasonable care in processing payroll based on the information provided to us.

8.4 We are not responsible for errors, penalties or other losses caused by inaccurate, incomplete or late information provided by you.

9. Accounting software and third-party systems

9.1 We may provide Services using or in connection with third-party accounting, payroll, banking or bookkeeping platforms.

These may include platforms such as Xero, QuickBooks, Sage, FreeAgent or other systems agreed between us.

9.2 Third-party platforms are operated independently of Simple Bookkeeping and are subject to their own terms and conditions.

9.3 We are not responsible for outages, errors, security incidents, data loss or changes caused by a Third-Party Provider, except to the extent caused by our own failure to exercise reasonable care.

9.4 You remain responsible for maintaining any software subscription or licence that is your responsibility under the Agreement.

10. Fees and payment

10.1 You agree to pay the Fees agreed between us.

10.2 Unless otherwise stated in the Agreement, our Services are provided on a pay-as-you-go basis.

10.3 We will communicate the applicable Fees before undertaking significant chargeable work where reasonably practicable.

10.4 Additional work outside the agreed scope may be charged separately.

10.5 Unless otherwise agreed, invoices are payable within 14 days of the invoice date.

10.6 If an invoice is not paid by its due date, we may suspend Services until the outstanding balance has been paid.

10.7 We reserve the right to charge interest on overdue commercial debts in accordance with applicable law, including the Late Payment of Commercial Debts (Interest) Act 1998 where applicable.

10.8 You may not withhold or set off payment against an invoice unless you have a lawful right to do so.

11. Changes to Fees and scope

11.1 We may review our Fees where there is a material change in or on a quarterly basis:

• The volume of transactions;
• Number of employees;
• Number of bank accounts;
• Complexity of the Client’s affairs;
• Frequency of work;
• Services requested; or
• Time required to provide the Services.

11.2 We will notify you of any significant change in Fees before carrying out the relevant additional work where reasonably practicable.

11.3 Changes requested by you may result in additional Fees.

12. Expenses and third-party costs

12.1 You will reimburse us for reasonable expenses incurred on your behalf where these have been agreed or are reasonably necessary to provide the Services.

12.2 Third-party charges, including software subscriptions, filing fees or other external costs, will remain your responsibility unless expressly included in our Fees.

13. Data protection

13.1 We will process personal information in accordance with applicable Data Protection Legislation.

13.2 Depending on the nature of the Services, we may act as either a data controller or data processor.

13.3 Where we process personal data on your behalf as a data processor, we will:

1. process personal data only as necessary to provide the agreed Services and in accordance with your lawful documented instructions;
2. take reasonable technical and organisational measures to protect personal data;
3. maintain appropriate confidentiality obligations;
4. notify you without undue delay where we become aware of a personal-data breach affecting personal data processed on your behalf, where required by law;
5. use appropriate safeguards when engaging relevant sub-processors; and
6. provide reasonable assistance where required to help you comply with applicable data-protection obligations.

13.4 You confirm that you have the necessary authority and lawful basis to provide personal data to us for the purposes of providing the Services.

13.5 Further information about our processing of personal data is contained in our Privacy Policy.

14. Confidentiality

14.1 Each Party agrees to keep confidential information received from the other Party confidential and to use it only for legitimate purposes connected with the Services or the Parties’ business relationship.

14.2 Confidential information may be disclosed where:

1. the relevant Party has provided written consent;
2. disclosure is required by law, regulation, court order or competent authority;
3. disclosure is necessary to obtain professional advice; or
4. disclosure is reasonably necessary to perform the Services.

14.3 These confidentiality obligations will continue after termination of the Agreement.

15. Intellectual property

15.1 All intellectual property rights in our templates, processes, systems, methodologies, know-how and materials used to provide the Services remain our property unless otherwise agreed.

15.2 Documents and reports prepared specifically for you may be used by you for your own business and statutory purposes.

15.3 You may not reproduce, resell or commercially exploit our proprietary templates, systems or materials without our written consent.

16. Records and document retention

16.1 We will retain records relating to the Services for as long as reasonably necessary and in accordance with applicable legal and regulatory requirements.

16.2 Following termination, we may retain copies of records where required by law, professional obligations, insurance requirements or for the establishment, exercise or defence of legal claims.

16.3 We may provide Client documents to you or your authorised successor adviser following termination, subject to settlement of outstanding Fees and any applicable legal requirements.

16.4 You should maintain your own copies of important financial, accounting, tax and business records.

17. Deadlines

17.1 We will use reasonable endeavours to meet agreed deadlines.

17.2 Any deadline depends on receiving complete and accurate information from you within sufficient time.

17.3 We will not be responsible for a missed deadline where the delay results from:

• Late information;
• Incorrect information;
• Failure to approve or confirm information;
• Failure of a third-party system;
• HMRC or government-system outages;
• Banking or payment-system failures; or
• Circumstances outside our reasonable control.

18. Client review and approval

18.1 Where we provide you with accounts, reports, tax returns, payroll information or other documents for review, you are responsible for reviewing them carefully.

18.2 You should notify us promptly of any error or omission identified.

18.3 Where your approval is required before a submission, we may not submit the relevant information until we receive your approval.

18.4 Where you fail to respond within a reasonable period, we may notify you that the work is being placed on hold.

19. Professional advice

19.1 Our Services are limited to the scope agreed with you.

19.2 Unless expressly agreed otherwise, we do not provide:

• Investment advice;
• Regulated financial advice;
• Legal advice;
• Specialist legal advice;
• Insolvency advice; or
• Other regulated professional services outside the agreed scope.

19.3 Where we believe specialist advice is required, we may recommend that you obtain advice from an appropriately qualified professional.

20. Liability

20.1 Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

20.2 Subject to Clause 20.1, we will not be liable for indirect or consequential losses, including loss of profit, loss of business, loss of opportunity, loss of anticipated savings or loss of goodwill, except where such losses cannot legally be excluded.

20.3 We will not be liable for losses caused by information that you supplied incorrectly, incompletely or after an agreed deadline.

20.4 We will not be liable for losses arising from failures of third-party software, banking systems, telecommunications providers, HMRC systems or other services outside our reasonable control, except to the extent caused by our own negligence or breach of contract.

20.5 Subject to applicable law, our total aggregate liability arising from or in connection with the Services will be limited to the Fees paid by you to us for the relevant Services during the twelve months immediately preceding the event giving rise to the claim.

20.6 Nothing in these Terms affects any rights or remedies that you may have under applicable consumer law which cannot legally be excluded.

21. Indemnity

21.1 You agree to reimburse us for reasonable losses, costs and expenses arising directly from:

1. your provision of materially inaccurate or misleading information;
2. your failure to provide information required to perform the Services;
3. your unlawful instructions; or
4. your breach of these Terms,

except to the extent that such losses result from our own negligence, fraud or wilful misconduct.

22. Events outside our control

22.1 We will not be liable for a failure or delay in performing our obligations where this results from circumstances beyond our reasonable control.

22.2 Such circumstances may include:

• Power failures;
• Internet or telecommunications failures;
• Cyber incidents;
• Banking-system failures;
• HMRC or government-system outages;
• Third-party software failures;
• Natural disasters;
• Industrial disputes;
• Government action;
• Epidemics or pandemics; or
• Other events beyond our reasonable control.

22.3 We will take reasonable steps to minimise the impact of such circumstances.

23. Suspension of Services

We may suspend some or all Services where:

• An invoice remains unpaid;
• Required information has not been provided;
• We reasonably believe that continuing to act would be unlawful;
• We reasonably suspect fraudulent activity;
• You have materially breached these Terms; or
• Continuing to provide Services presents a significant professional or operational risk.

Where reasonably practicable, we will notify you before suspending Services.

24. Termination

24.1 Unless a different notice period has been agreed in writing, either Party may terminate an ongoing engagement by giving 14 days’ written notice.

24.2 We may terminate the Agreement immediately where:

1. you materially breach these Terms and fail to remedy the breach within a reasonable period after being notified;
2. you fail to pay amounts due to us;
3. you provide materially false, misleading or fraudulent information;
4. continuing to act would be unlawful or would create an unacceptable professional or regulatory risk; or
5. you become insolvent, enter liquidation, administration or another formal insolvency process, except where legally permitted otherwise.

24.3 You remain responsible for all Fees and expenses incurred up to the termination date.

24.4 Termination does not affect any rights or obligations that arose before termination.

25. Handover following termination

25.1 Following termination, we will take reasonable steps to facilitate the transfer of relevant Client records to you or another adviser nominated by you.

25.2 We may charge reasonable additional Fees for significant handover work that falls outside the agreed Services.

25.3 We may retain copies of records where required by law, professional obligations, insurance requirements or legitimate business purposes.

25.4 Subject to applicable law, we may require outstanding Fees to be settled before undertaking extensive handover work.

26. Complaints

26.1 If you are dissatisfied with our Services, you should contact us as soon as reasonably practicable.

26.2 We will investigate complaints fairly and seek to resolve them within a reasonable timeframe.

26.3 Complaints should initially be sent to:

Email: [email protected]

Telephone: 07447 853910 / 07568 273573

27. Conflicts of interest

27.1 We may provide bookkeeping or related services to other clients, including businesses operating in the same or similar sectors.

27.2 Providing services to another client does not, by itself, constitute a conflict of interest.

27.3 If we identify an actual conflict that prevents us from continuing to act for you, we will notify you and take reasonable steps to manage or resolve the conflict.

28. Notices

28.1 Notices under these Terms may be provided by email, post or another written method agreed between the Parties.

28.2 Notices sent by email will generally be treated as received on the next business day unless evidence indicates otherwise.

28.3 You are responsible for ensuring that we have your current contact details.

29. Assignment and delegation

29.1 You may not transfer your rights or obligations under the Agreement without our prior written consent.

29.2 We may use employees, contractors, agents and appropriate service providers to perform aspects of the Services.

29.3 We remain responsible for the Services we provide notwithstanding reasonable delegation of tasks.

30. Third-party rights

Unless expressly stated otherwise, these Terms do not give any third party the right to enforce any provision of the Agreement under the Contracts (Rights of Third Parties) Act 1999.

31. Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision will be modified or removed to the minimum extent necessary.

The remaining provisions will continue in full force and effect.

32. Entire agreement

These Terms together with the applicable Agreement constitute the entire agreement between Simple Bookkeeping and the Client concerning the Services.

They supersede previous discussions, correspondence or understandings concerning the same subject matter, except where expressly incorporated into the Agreement.

No amendment to the Agreement will be effective unless agreed in writing by the Parties.

33. No waiver

A failure or delay by either Party to exercise a right under these Terms does not constitute a waiver of that right.

34. Governing law and jurisdiction

These Terms and the Agreement are governed by the laws of England and Wales.

Subject to any mandatory rights available to consumers, the courts of England and Wales shall have jurisdiction over disputes arising from or relating to these Terms, the Agreement or the Services.

35. Contact details

Email: [email protected]

Telephone: 07447 853910 / 07568 273573

Legal entity: M Ali trading as Simple Bookkeeping

Website: swindonsimplebookkeeping.co.uk