STANDARD TERMS AND CONDITIONS

Content

Standard Terms and Conditions of business.

Preamble.

These terms form the basis of our agreement and are our standard terms of business. The terms of business if we agree to provide bespoke services to you may be governed by additional clauses or save these general terms will also apply.

These terms may be updated from time to time. By signing up to the services we offer you agree to review our Terms of Service regularly. Your continued use of our services will mean that you agree to any changes in our terms.

In carrying out our work as your agent, if authorized by you. Our acting as agent does not absolve you of your obligations to comply with all relevant legislations.

Terms

These terms should be read in conjunction with and are subject to the attached letter and schedule of services and any applicable terms and conditions which are available on our website(s), but otherwise form the entire agreement between us in respect of this matter to the exclusion of all other correspondence or discussions. Should you instruct us in respect of another matter in the future, a separate letter of engagement may be issued in respect of that matter, but until then, the terms of our engagement in respect of that matter, will be the same as the terms of our engagement in this matter.

Your continuing instructions for us to represent you will amount to acceptance of these terms and conditions of business to include retainer letter and that you accept any changes to our terms and conditions as amended from time to time.

Overriding obligations

We accept instructions to act for you on this basis. In particular you give us the authority to correct errors which in our view may affect any submission made to HMRC where we become aware of them, even after any termination of our engagement.

The parties agree that the protection of our reputation is of fundamental importance. This firm will not allow its name to be associated with any inaccurate information. Accordingly, the client authorizes this firm to override any obligations in law or otherwise to make a disclosure to any authority if we deem it necessary that a disclosure is required in meeting our overriding objective.

We will not be liable for any loss, damage or cost arising from our compliance with these overriding obligations.

Annual Services/ Contract Period

If you agree to engage us on one of our annual services, then the minimum contract for these annual services will be 24 months (the Fixed Period”). If you terminate this Agreement before the end of 24 months, then you will be responsible for paying the full fees due over the 24-month period, within 7 days of the date of termination.

You may terminate this Agreement at the end of the Fixed Period by giving written notice at least 6 months prior to the end of the Fixed Period. If you do not terminate in accordance with this provision, then the Fixed Period will automatically renew for a further period of 24 months.

In event of cancellation of contract, you will be liable to pay full 24 months fee unless agreed otherwise in writing.

Basis of Charging & Fee Discounts

Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility and the importance and value of the advice that we provide, as well as the level of risk.

Our fees are generally rendered on either the basis of time spent on a particular matter or on an agreed fee basis. The basis of charging does, however, depend upon the type of work we are undertaking on your behalf.

If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state in writing that that will be the case.

Where we are providing you the fee for the compliance service, the minimum term is 24 months.

Any discount provided is for the package if any service is cancelled full package charges will be payable .

If any single service from the package is cancelled than any discounts offered on package will automatically be removed and full standard fee will be payable

Fixed fee basis of charging:

Where requested we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. The fixed fee is based on the duration of the Fixed Period. If it becomes apparent to us, due to unforeseen circumstances, that the fees quote is inadequate; you agree that we can provide a revised figure which will then become due and payable.

It is our normal practice to ask clients to pay by monthly / weekly direct debit or standing order and to periodically adjust the monthly payment by reference to actual billings.

Please make all payments to us by cheque, telegraphic transfer, wire or BACS drawn in sterling on an account in your name.

Time spent basis of charging:

If we agree to calculate our charges on a time spent basis, we will take into account all of the time spent on your affairs which will include meetings with you and perhaps others; any time spent travelling; considering; preparing and working on papers; correspondence; and making and receiving telephone calls and all preparatory work including attending tribunals (where necessary), travelling and waiting time. Routine letters that we write, and routine telephone calls that we make and receive will be charged as units of 1/10th of an hour. Other letters and calls will be charged on a time basis.

Where involvement is required of two fee earners such as at a meeting with you for example, the time spent by both fee earners will be taken into account when calculating your charges.

If we are charging on a time spent basis our normal hourly rates (exclusive of VAT) are set out below unless otherwise agreed in writing. These will be increased annually on 31 March

Director / Partner:    £200.00
Accountant:              £175.00

Trainee:                     £ 80
Admin:                        £60

If you wish you may be set a limit on the charges and expenses to be incurred. This means you must pay those incurred up to the agreed limit without our needing to refer back to you. We will inform you as soon as it appears that the limit may be exceeded and will not exceed the limit without first obtaining your consent.

Where services are provided by us on an annual basis with an annual fee (the Annual Schemes”), you agree that you pay an extra sum for these services where you join our annual scheme after the annual commencement date of the Annual Schemes. This additional fee will be calculated by us by multiplying the average monthly / weekly fee and the number of weeks between the commencement date for the Annual Scheme and the date that you joined that Annual Schemes. This additional fee will be [payable by you within 14 days of joining the Annual schemes.

The time for payment of this fee is of the essence and any failure to pay this fee will be treated by us as a fundamental breach of contract which we may elect as treating the contract as being at an end.

Payment Guarantee

Where we advise companies, whose shares are owned by other companies (their “parent companies”), the parent companies shall be responsible for any charges properly payable which are not paid by any subsidiary.

Where we advise partnerships, each of the partners is jointly and severally liable for any charges properly payable.

If a Company belongs insolvent or is dissolved or goes into liquidation, then any payments due under this agreement for the unexpired period and other sums unpaid will become immediately due and payable.

The directors personally warrant and indemnify that they shall be personally responsible for any charges payable under this contract

Billing

Ordinarily, for accountancy compliance work we will provide an estimated fee for the work. In these cases, you agree to pay the estimated fee by way of a standing order. If an invoice is issued, then we will provide a gross sum invoice and will deduct any weekly payments from our fee. The balance of any fee will be due upon presentation of the invoice. There will be no right of set off against any invoice of this firm. In the event we do not receive payment by standing order then we will bill monthly and our invoices are due for payment upon delivery of the invoice. Our fees are exclusive of VAT which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate. A VAT invoice will be issued to you upon receipt of your payment.

Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.

We fully reserve our right to charge interest on late paid invoices at the rate of 8% per annum above the Official Bank Rate of the Bank of England under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended). We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. As payment on time is a fundamental aspect of this agreement if we cease to act we will not be liable for any loss, damage or costs arising therefrom.

If you do not accept that an invoiced fee is fair and reasonable or due, you must notify us within 10 days of receipt in writing (with proof of delivery such as delivery by recorded delivery or a read receipt via email) setting out full details of why the invoiced fee is disputed. In the absence of such notification, it is agreed as a specific aspect of this agreement that the client has compromised any potential fee dispute and the client accepts that the client will be deemed to have accepted that payment is due.

If a client company, trust or other entity is unable or unwilling to settle our fees we reserve the right to seek payment from the individual (or parent company) giving us instructions on behalf of the client and you agree that we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you.

Charges and Payment

• Your subscription – Charges and Payment Terms: Subscription Charges for use of the Services are payable monthly, or annually in advance. The subscription rates are available on request, and we may vary these from time to time. Prices are quoted in UK £ and exclude VAT, which is also payable. You will be notified of any changes to our current price plan. It is a requirement that all Clients agree to set up a direct debit in favour of FA Management Ltd for payment of monthly subscription fees. 10% saving on annual payments.
• Additional Charges are payable and Add-Ons which fall outside of the scope of the Services and the amounts payable shall be posted on our website from time to time. The current rate shall be notified to the Client in advance of subscribing to the Add-Ons. If you require a specific additional service, please ask your Client Manager for details.
• The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). FA Management Ltd may at any time, without limiting its other rights or remedies, set-off any amount owing to it by the Client against any amount payable by FA Management Ltd to the Client.
• All amounts payable by the Client under the Contract are exclusive of amounts in respect of VAT chargeable for the time being. Where any taxable supply for VAT purposes is made under the Contract by FA Management Ltd to the Client, the Client shall, on receipt of a valid VAT invoice from FA Management Ltd, pay to  FA Management Ltd such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
• A set-up fee will be charged when signing up for the Services. This fee will be dependent on whether you require us to form a limited company, or you already have a limited company. The proximity of the sign-up to an existing company’s year-end will be another dependency.
• The Services rely upon the continuous payment of monthly subscriptions. We are unable to provide breaks in subscription fees due to non-trading; you are taking up permanent employment; or other disruptions to your business.
• If an annual payment is made for the Services, please note that we cannot offer a pro-rated refund if you choose to cancel your FA Management Ltd services before the end of the year for which you have paid.
• Once any company return has been filed, FA Management Ltd cannot be held responsible or accountable for any omissions in your accounts. Any changes required after submissions do not fall within the FA Management Ltd subscription fee and will be charged separately.
• We shall be under no obligation to provide the Services if any subscription fee is not paid to us on time. If subscription fees become overdue, we reserve the right to suspend your access to the Services until the balance is paid, and we may close your FA Management Ltd services Account permanently.
• The Client must ensure that we have complete and accurate billing and contact information throughout the subscription period, including the full name of the Client, its business address, and a billing contact email address.
• If the Client fails to make any payment due to FA Management Ltd under the Contract by the due date for payment, then the Client shall pay interest on the overdue amount at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 and subsequent amendments. Currently, this is a rate of 8 per cent per annum above the Bank of England’s base rate from time-to-time. 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.
• In so far as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees are paid in full.
• We reserve the right to increase our Charges on an annual basis in April each year in line with the percentage in the Retail Price Index (RPI) in the preceding 12 months.
• Once registered for our service we will issue monthly invoices for your current financial year. Direct debit payments will be collected on a monthly basis for the invoiced amounts. Your first invoice and direct debit may include a backdated amount to the start of your current financial period, for example: if your financial period is 1st January to 31st December with a monthly fee of £50 and your first direct debit payment is 1st June; your first invoice and direct debit amount will be £300 (6 months x £50); and £50 per month thereafter.
• Any discounts offered are based on the package discount, if any individual service is cancelled, full charges for remaining services will automatically apply unless agreed otherwise in writing with the client.

Cancellation

We reserve the right to cancel the engagement between us with immediate effect in the event that:

1. You become insolvent, bankrupt, or reach an arrangement with creditors, or if we reasonably believe that the events listed above are reasonably likely to happen; or
2. You breach your obligations under these terms and conditions, and fail to remedy such breach within 7 days of being required to do so in writing.
3. We become aware of information that was not previously disclosed / discussed which may affect or ability to work or may have an impact on our work and legality of the business.

Bespoke Services.

Where you have instructed us do so, we will also provide Bespoke Services, such other ad-hoc and advisory services these will be agreed between us in writing from time to time (as referred to above). These may be the subject of a separate engagement letter at our option and separate charges.

This will be carried out at our normal hourly rates as referred to above unless otherwise discussed between us and agreed in writing.

Where specialist advice is required on occasions, we may need to seek this from or refer you to appropriate specialists.

Disbursements

When you instruct us, it is likely that we will have to incur certain expenses on your behalf. By instructing us, you are authorizing us to incur on your behalf such expenses as we consider appropriate to those instructions. You will be responsible for reimbursing those expenses to us in full and on demand.

Such expenses are also known as “disbursements”. Any bills delivered will include disbursements and out-of-pocket expenses incurred or to be incurred on your behalf. These can include solicitors’ fees, court fees, expert’s fees, travelling expenses, photocopying charges, courier charges, facsimile charges and similar.

VAT is payable on some expenses and will be charged at the prevailing rate

Conflict of Interest

We have checked our records and we are not aware of any basis on which we have a conflict of interest which would preclude us from acting for you.

It may be that we are asked by an existing or future client to act on their behalf where that matter may be similar to this matter. We will not be restricted from doing so unless there is an actual conflict.

We may refuse to act for you, or cease acting for you, if we become aware of a conflict of interest which we are unable to resolve.

Client Money

We don’t not hold client money / deposits on behalf of the clients and the parties agree that we all payments received from the client / or on behalf of the client,  are agreed to be applied as part of our fees for the work we do or are instructed to do. Accordingly, the parties agree no interest is due or payable to the client. It is further an agreed term that no separation of funds is required as any receipts will be deemed to by funds due from the client to our firm.

Advice on investments

If during a transaction you need advice on investments, we may have to refer you to someone who is authorized by the Financial Services Authority, as we are not.

In the event we receive any introductory fee the parties agree that we do not need to disclose any referral fee.

Intellectual property rights

We will retain all copyright, and all other intellectual property rights, in any document or other materials prepared by us during the course of carrying out the engagement.

Implementation

We will only assist with implementation of our advice if specifically instructed and agreed in writing

Reliance on advice

We will endeavor 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 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.

If advice is not in writing the parties agree this firm has no responsibility to you if you rely upon it.

Internal disputes within a client

If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of your business, it should be noted that our client is the business, and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the registered office or normal place of business for the attention of the directors/proprietors. If conflicting advice, information or instructions are received from different directors/principals in the business we will refer the matter back to the board of directors/the partnership and take no further action until the board/partnership has agreed the action to be taken.

Quality of service

if you have any problem with the service, we have provided to you then please let us know in writing. The parties agree that in the first instance the client will refer all queries and complaints directly to us and we will try to resolve the complaint quickly. The parties agree that no further steps can be taken by the client until we have had the opportunity to fully consider the complaint. We require all complaints to be set out in writing and we will within 21 days acknowledge the complaint and set out how the complaint will be dealt with and the likely time scale. The client agrees to being estopped from bringing any complaint or claim until such time as we have processed the complaint internally.

The Parties agree that all other disputes, complaints or claims (howsoever arising) between the parties which are not resolved by the above internal procedure, will be exclusively referred for a full and binding decision pursuant to the Arbitration Act 1996. The Parties agree that any dispute, complaint or claim will be arbitrated by a single arbitrator appointed by the Centre for Effective Dispute Resolution (CEDR). Each party shall cover its own costs of the arbitration. The seat of the arbitration shall be Birmingham, and the arbitration shall be governed by both the Arbitration Act 1996 and the rules set out from time to time by CEDR.

By agreeing to this exclusive arbitration clause, the Parties agree that they are compromising their legal right to bring proceedings in a court of law.

Making Tax Digital [MTD].

The Parties agree that:

It is the client’s responsibility to do the following: –

• To ensure that their business is complaint with the requirements of MTD.
• To send their business records (invoices, till receipts and other business documents) in a digital format to us either via an APP provided by us or through a cloud-based document exchange system, the security of which rests with the client.
• To send all their digital documents in real time or on a weekly / monthly basis.
• To provide us with the authority to link the client’s business bank account(s) with our bookkeeping software or alternatively, provide the bank statements in a CSV format or PDF format on a weekly basis.
• To provide daily gross takings in digital format on a weekly basis.
• To provide any other information that may be required in the format required, in order to comply with MTD.

Lien

The parties agree the payment of fees on time is a fundamental requirement of this agreement. It is agreed that if this firm state that fees are outstanding then the client agrees that we are permitted to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.

We accept that no lien can be claimed over the statutory books of a company, but you agree that the following are not part of the statutory record of your company: our login or software, our workings for Corporation Tax, our workings for VAT, our notes of the company’s assets, profits/liabilities, payroll records and other internal calculations.

In relation to records which do form the statutory books and records of the Company that we hold, you agree that in order to obtain those documents from us where you have outstanding fees , then fee must be cleared before we can issue any document.

The client agrees to being stopped from bringing any action against us howsoever arising in relation to the exercise of a lien.

Confidentiality

Information of a confidential nature which you provide to us will be kept strictly confidential, subject to our obligations at law and set out in this agreement. However, if we are working on a matter in conjunction with your other advisers, we will assume, unless you notify us otherwise, that we may disclose any such information to and discuss it with such other advisers as appropriate.

We reserve the right (at our exclusive discretion) to make any report that we consider appropriate to HMRC, the National Crime Agency or regulatory body that we consider should be made in order to comply with our statutory and/or professional duties. If such a report is made, you agree to pay for the time spent by us in making such a report and in dealing with the agency as a result of such a report. We will bill you at our hourly rates set out in this Agreement and as amended from time to time.

Money Laundering Policy

As with other professional services firms we are subject to the law on money laundering and identification.

We are required to obtain satisfactory evidence of your identity. In the case of a private individual this must comprise of the production by you to us of the following original documents: –

1. a current passport or photo-card driving license, together with
2. a recent: electricity/gas/telephone/water bill; or Council tax demand for the current year; or bank, building society or mortgage statement; or

HM Revenue and Customs tax demand.

If you are not able to come to attend our offices to provide the documentation referred to above, you should send three original documents, for example, a utility bill and a council tax bill/mortgage or bank statement. However, please note that it is not advisable to send valuable items such as passports and driving license’s through the post.

In the case of a corporate client we may carry out a company search the cost of which will be payable by you at the cost to us of obtaining the search. In addition, we are required to obtain the same checks as for a private client in relation to one of the directors or the shareholders who is instructing us or who is active in the management or control of the company.

Please note that we cannot provide you with any advice until we are satisfied that the anti-money laundering and client identification requirements set out above have been satisfied.

1. At the start of any matter we will normally ask you to tell us the source of any funds you will be using. It is simplest for us if the source is an account, in your name, in a UK bank or building society. If the source is an unusual one such as an account in another country or in the name of someone other than you please tell us as early as possible including the reason.
2. We will accept cash provided we are satisfied with the legitimacy of the source of funds.
3. Where we are to pay money out to you we will normally do so by cheque in your favors or by payment to an account in your name. We are unwilling to send money to unknown third parties even upon your instructions to do so. If you do want us to pay surplus money out into the name of someone other than yourself, please tell us as early as possible, including the reason.
4. We are also obliged to report information to the authorities (which includes the National   Crime Agency (see:http://www.nationalcrimeagency.gov.uk/ for further information) in certain circumstances. In particular if it seems that any assets involved in your matter were derived from a crime, we will have to report it to the relevant authorities. This can include even small amounts of money, and covers all offences, including for example tax evasion and benefit fraud. If we have to make a report, we may not be able to tell you that we have done so notwithstanding your responsibility for the costs of us doing so.

Storage of Papers and Documents

The parties understand that the storage of books and records is a cost to us.

It is therefore agreed that the client will be required to collect their records within 21 days of the work being completed. Accordingly, we reserve the right at our sole discretion to charge a sum of £50 per month or alternatively to return the clients records by courier at the sole risk of the client at the actual cost of the courier service along with a management fee of £50, which is to be paid by the client in advance.

Save to the above after completing the work, we are entitled to keep all your papers and documents while there is money owing to us for our charges and expenses. We will keep our file of papers (except for any of your papers that you ask to be returned to you) for at least 6 years. We keep the file on the understanding that we have the authority to destroy it 6 years after the date of the final bill we send you for this matter. Full monthly fee for record keeping will be charged for the total period records are maintained.

If we retrieve papers or documents from storage in relation to continuing or new instructions to act in connection with your affairs, we will not normally charge for such retrieval. However, we will  charge a fee based on the time spent producing stored papers or documents to you or another at your request. We may also charge for reading, correspondence or other work necessary to comply with the instructions given by you or on your behalf.

If for any reason at any time (whether during this engagement or after it has terminated) we are required compulsorily to disclose documentation or give information orally or in writing relating to this matter or your affairs pursuant to a court order or a notice or demand service by any person who has the authority to compel disclosure by law, then we shall comply with such requirement and be entitled to be paid the cost of doing so by you at our then prevailing hourly rates. If any such documentation or information is subject to privilege you agree that we are authorised to waive privilege that may existed pursuant to our overriding objective. Accordingly, you agree that we will be entitled to be paid by you for any time spent and expenses spent on the matter.

Termination of services other than Annual Services.