Terms and Conditions
THESE TERMS AND CONDITIONS ARE INTENDED TO FORM A BINDING CONTRACT BETWEEN YOU AND US.
YOU ARE ADVISED TO READ THEM THROUGH THOROUGHLY AS THEY REGULATE THE RELATIONSHIP BETWEEN US
1. THE CONTRACT
1.1 In consideration of Our allowing You access to the Site and/or providing any Services to You and any fees You pay to Us You and We agree to comply with the following terms and conditions
1.2 The following definitions will apply:
| Date | means the date on which You accept these terms and conditions |
| Owner | means Chatsworth Accounting Limited a company incorporated in England and Wales under registration number 04622386 with its registered office address at 20 Livingstone Road, Caterham, Surrey, UK, CR3 5TG. |
| Site | www.businessmanager.co.uk |
| Us We Our | means either the Site or the Owner or both |
| You Your | means you the person accepting these terms and conditions |
| Services | means the services You purchase through the Site |
2. YOUR OBLIGATIONS
2.1 You warrant as follows, that:
2.1.1 You have the legal authority to enter into this Contract
2.1.2 You are buying the Services for use in the course of Your business and not as a consumer
2.1.3 You will read and understand the terms and conditions attached to any website with which the Site has links and which You visit by use of such links
2.1.4 All the information You provide to Us is complete and accurate in every way
2.1.5 You are a sole trader trading in the United Kingdom and subject to the English tax system and do not trade in any form or corporate structure – We will refuse to register You as a client if You break this warranty
2.1.6 You will verify that all data We or Our sub-contractors input on Your behalf is correct, complete and wholly and exclusively for business usage.
2.1.7 You will at least every month take a print of all records which you enter on our systems and that You will retain those prints for a period of at least 7 years.
2.1.8. if there has been a delay between a transaction or a similar transaction and Our giving You advice in relation to that transaction, You will confirm that advice with Us before acting upon it
2.2 You will not
2.2.1 access, monitor or copy any content or information of the Site using any robot, spider, scraper or other automated means or any manual process for any purpose without Our express written permission
2.2.2 violate the restrictions in any robot exclusion headers on the Site or bypass or circumvent other measures employed to prevent or limit access to the Site
2.2.3 take any action that imposes, or may impose, in Our discretion, an unreasonable or disproportionately large load on Our infrastructure
2.2.4 deep-link to any portion of the Site for any purpose without Our express written permission
2.2.5 “frame”, “mirror” or otherwise incorporate any part of the Site into any other Site without Our prior written authorisation
2.2.6 attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by the Owner in connection with the Site or the services it offers
2.3 You may not use any service We provide until such time as We have accepted You as a client.
2.4 You will be responsible for:
2.4.1 maintaining records of all receipts and payments of cash
2.4.2 maintaining records of invoices issues and received
2.4.3 reconciling balances monthly/annually with Your bank statements
2.4.4 preparing Your records in accordance with HMRC standards as specified in “HMRC Business Records Checks”
2.4.5 preparing details of the following at Your year end
2.4.5.1 stocks and work in progress
2.4.5.2 fixed assets
2.4.5.3 amounts owing to creditors
2.4.5.4 amounts owing by customers
2.4.5.5 accruals and prepayments
2.4.5.6 amounts recoverable under contracts
2.4.6 ensuring that all information with which We are supplied by You or on Your behalf is correct and current and for advising Us of any changes in that information occur or where any circumstances arise which may alter any advice We may give or which affects the scope and objectives of Our instructions
3. OUR PROFESSIONAL OBLIGATIONS
3.1 We agree to observe the byelaws, regulations and ethical guidelines of the Institute of Financial Accountants on the basis that We will act in accordance with those guidelines. Copies of these requirements are available for inspection in Our offices.
3.2 Our functions as accountants is to act as agent on your behalf in preparing the accounts (financial statements) of your business. This may involve:
3.2.1 Writing up your books and records from the information and vouchers provided and preparing draft financial statements for your approval OR
3.2.2 Completing the writing up of your books and records in so far as they are incomplete when presented to us and preparing from the records the draft financial statements for your approval
3.3 Where You give Us confidential information We will at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements to which We are subject and by any auditor We engage to verify that We are providing Our services in a proper manner.
3.4 We have the right to act (at the same time as We act for You) for other clients whose interests may be adverse to Yours. We will notify You immediately should We become aware of any conflict of interest to which We are subject in relation to You.
3.5 We are not authorised by the Financial Services Authority to conduct Investment Business.
3.6 We do not warrant that any systems We offer on the Site or provide direct to You will comply with the requirements of HMRC or any other body or organisation nor that they will provide anything other than basic record-keeping services as they are used primarily to enable Us to collect the data We need to prepare Your accounts and You acknowledge that You must carry out such additional record keeping or otherwise that is required by HMRC or any other body
3.7.1 We will return any original documents; We have obtained from You (or others on Your behalf) to You following the preparation of Your financial statements and returns. You should retain these records for at least seven years from the end of the accounting year to which they relate.
3.7.2 Even though certain documents may legally belong to You, We intend to destroy correspondence and other papers that We store which are more than seven years old, other than documents which We consider to be of continuing significance. If You require retention of any document You must notify Us of that fact in writing within that period
3.8 No advice which We give orally can be relied upon unless and until it is confirmed in writing and You agree to make a request for written advice when such advice is of importance to You
3.9 Nothing in these terms and conditions prevents Us from outsourcing any work We undertake for You
3.10 Our responsibilities do not include the carrying out of any form of audit or detailed review of the information with which You provide Us or which is produced by our sub-contractors.
3.11 We will not act for You if Your business is a Limited Company, a Limited Liability Partnership, a partnership, a Charity or has any corporate form which does not conform to the requirements We specify from time to time.
3.12 The services We offer are based solely upon Your trading as a sole trader trading within the UK and subject to the English tax system and You acknowledge that although there may be occasions where trading in another corporate form may be beneficial to you, We will never advise You on this point and that our service only operates for sole traders. Further We do not offer advice on such things as Inheritance Tax, Capital Gains Tax, Trusts, Wills and Tax Planning.
3.13 You acknowledge that We can give no guarantee or warranty that the use of Our services will cause Your business to grow
3.14 All reports We produce are for and will be addressed to You
3.15 This Agreement sets out the scope and objectives We have agreed with You and if changes are required to the scope and objectives, We will agree those changes in writing with You. We are not responsible for and will not advise on anything which falls outside the scope and objectives and rely on You to bring to Our notice any matters which may alter the scope and objectives.
4. FEES
4.1 The fees We charge are advertised on the Site and may also be obtained direct from Us on demand
4.2 Any discounts We advertise will be applied only if You have complied strictly with any conditions attached to them.
4.3 Our fees do not include any fees charged by third parties.
4.4 Our fees are payable 14 days after the date of any invoice We submit to You and if You do not pay within this period We may apply interest on all unpaid sums from the date of the invoice until the date of actual payment (as well before as after judgment). Interest will be payable at a rate 8% above the base rate from time to time of Barclays Bank plc or 10% per annum whichever will be the greater.
4.5 We offer one year’s free set of accounts accountancy service only on these conditions:
4.5.1 that You trade for a minimum of 13 months failing which You will pay Us for the service We have provided at a rate equal to 1/12th month You have traded.
4.5.2 that this offer is limited to the first 100 clients. We will advise You if You do not qualify
4.5.3 that this offer is not available if You have been, at any time in the previous 5 years, one of Our clients
4.5.4 our free service is limited to the production only of one set of accounts and may not be used for any preceding years.
4.6 We will pay You a fee of £150 for each client You introduce to Us for any of the services We provide subject to the following conditions:
4.6.1 The client You introduce must be a bona fide client who has not used Our services previously and who pays Us at least one fee exceeding £150
4.6.2 this offer is limited to the first 100 clients introduced to Us by all of our clients and no fee will be payable to You when We have reached this limit
4.6.3 payment will be made to You 30 days after We have received payment of the first fee from the client You introduce and if that client fails to pay then We will make no payment to You.
4.6.4 payment is made once and once alone
4.6.5 if the client You introduce opts for our one year’s free set of accounts accountancy service then no fee will be payable.
5. TERMINATION
5.1 Either party may terminate the Account without reason or notice after one month’s notice in writing
5.2 Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
5.2.1 any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 20 Business Days of the due date for payment;
5.2.2 the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 20 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
5.2.3 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;
5.2.4 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);
5.2.5 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 the Agreement);
5.2.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
5.3 For the purposes of sub-Clause 5.2.2, a breach will be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
5.4 The rights to terminate the Agreement will not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
6. EFFECTS OF TERMINATION
Upon the termination of the Agreement for any reason:
6.1.1 any sum owing by either Party to the other under any of the provisions of the Agreement will become immediately due and payable;
6.1.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement will remain In full force and effect;
6.2 termination will 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 the Agreement which existed at or before the date of termination;
6.3 subject as provided in Clause 11 of the Agreement and except in respect of any accrued rights neither Party will be under any further obligation to the other
7. SERVICES, PRICING AND AVAILABILITY
7.3 All pricing information on the Site is correct at the time of going online but We reserve the right to change prices and alter or remove any item We advertise and/or special offers from time to time. If You engage Us directly the fees We charge will be agreed with You at the time of that engagement and any pricing information You have received prior to that engagement is a guide only and not binding upon Us
7.5 Unless otherwise stated all prices displayed on the Site or in Our price lists are net of Value Added Tax
7.6 We do not undertake that the systems We use to provide Our services will be available at all time during the day and night and You acknowledge this.
8. DATA & DEADLINES
8.1 All data which You send to Us and all data which We produce as a result is stored by Us securely and in various ways but We cannot guarantee the complete security of that data and therefore will not accept liability for any loss or damage sustained as a result of the loss of that data or any part of it or its being accessed by any unauthorised persons save and except where We have been grossly negligent
8.2 You agree to keep copies of all data You send to Us (whether electronically or otherwise) in such a form that it can be resent to Us if We fail to receive it or it is lost for any reason
8.3 You will provide Us with all records at least 3 months before the filing dates (and time is of the essence in this respect) imposed by HMRC and if You fail to do so, We will not be responsible for any penalties imposed by HMRC as a result of the late delivery of any returns
8.4 You will advise Us of all correspondence received from HMRC in relation to Your tax affairs and ensure that We are aware of any deadlines imposed by them. We will not accept liability for any loss or damage You suffer if You do not provide information We require in a timely manner.
8.5 You agree that for the purposes of the Data Protection Act 1998, We may retain all and any data We receive from You by any electronic means
8.6 You undertake to send to Us any paper records by insured, signed for recorded delivery to 20 Livingstone Road Caterham Surrey CR3 5TG and to no other address unless We notify you of a change and We will reimburse You to a maximum of £10 a year for your postage costs
9. ACCOUNTS & PERSONAL INFORMATION
9.1 In order to use Our Services on the Site You must create an Account which will contain certain personal details. By continuing to use the Site You represent and warrant that:
9.1.1 all information You submit is accurate and truthful;
9.1.2 You will keep this information accurate and up-to-date. Your creation of an Account is further affirmation of Your representation and warranty.
9.2 If You do not use the Site but engage Us directly then You represent and warrant that:
9.2.1 all information You provide to Us is accurate and truthful;
9.2.2 You will keep this information accurate and up-to-date.
9.3 If You have an Account You must not share Your Account details, particularly Your username and password and We accept no liability for any losses or damages incurred as a result of Your Account details being shared by You.
9.3 If You have reason to believe that Your Account details have been obtained by another without consent, You should contact Us immediately to suspend Your Account and cancel any unauthorised action on it.
9.4 All communications You make with Us must be made using the messaging system on the Account and no communication We send to You or from You to Us other than via such messaging system will be of any effect and for the purposes of this clause “communications” include communications by telephone, email or by letter, texts and any other form of communication save and except Our messaging system.
10. PRIVACY
Use of the Site is also governed by Our Privacy and Cookie Policies which are deemed to be incorporated into these terms and conditions by this reference.
11. DISCLAIMERS
11.1 We make no warranty or representation that the Site will meet Your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate.
11.2 No part of the Site is intended to constitute advice and the Content of the Site should not be relied upon when making any decisions or taking any action of
any kind.
11.3 No part of the Site is intended to constitute a contractual offer capable of acceptance.
11.4 Whilst We use reasonable endeavours to ensure that the Site is secure and free of errors viruses and other malware You must take responsibility for Your own
security, that of Your personal details and Your computers.
11.5 All information on the Site or in any publication with which We supply You is for general guidance only and We cannot and do not warrant that any such
information is free from defect, up to date and current. You agree that before You apply any such information You will seek professional guidance.
11.6 You accept that any reports and/or performance data which We provide following the production of the accounts are not relevant for all business types and
may not be accurate for certain purposes as they do not take into account year end adjustments, prepayments, accruals, opening and closing stock, depreciation, wages and other similar payments
11.7 Should We provide details of any other professional service provider (including but without prejudice to the generality of the foregoing a tax adviser or
payroll agency) You accept that We do not have any control over the quality that the services they provide nor the way in which they carry out their services and that We accept no liability for any loss or damage You suffer as a result the actions of such service provider
11.8 You agree that any reports and/or performance data We provide for You have been based on the information with which You supply Us and that We accept
no responsibility for any losses or damage which arise as a result of any inaccuracies in that information whether arising from the implementation of that report or performance data or otherwise.
11.9 We do not carry out any audit work on the information with which You supply Us and do not therefore verify any aspect of that information and neither will
we endeavour to comment or discover any shortcomings in the systems You operate. All accounts We produce will contain a statement to the effect that no audit has been carried out
11.10 Our duty is to ensure that the accounts We compile accord with accepted accounting principles and if We feel that they do not We will inform You and suggest
amendments to be applied before the accounts are published. We will not allow our Company to be associated with any accounts which may be misleading and reserve
the right to cease to act for You if We cannot resolve any such issues with You
12. AVAILABILITY OF THE SITE
12.1 The Site is provided “as is” and on an “as available” basis and We give no warranty that it will be free of defects and / or faults. To the maximum extent
permitted by the law We provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
12.2 We accept no liability for any disruption or non-availability of the Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
12.3 We reserve the right to alter, suspend or discontinue any part of (or the whole of) the Site including, but not limited to, the services available. These Terms and Conditions will continue to apply to any modified version of the Site unless it is expressly stated otherwise
13. LIMITATION OF LIABILITY
13.1. We accept no liability for all and any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Site or any information contained therein and all or any of the Services, to the maximum extent permitted by law. You use the Site and its Content at Your own risk and We limit Our maximum liability in that respect to £100
13.2 Nothing in these Terms and Conditions excludes or restricts Our liability for death or personal injury resulting from any negligence or fraud on Our part.
13.3 All information given on this Site is for general guidance only and must not be used without professional advice for any specific set of circumstances. We disclaim on Our own behalf and on behalf of Our contributors all liability for any inaccuracy in any of the information We post on any part of this Site
14. OFFENSIVE OR INCORRECT CONTENT
14.1 If You find any Content on the Site in any way offensive, libellous, incorrect or in any other way inappropriate, You should notify Us immediately, using the contact details shown on the Site and supply any information to validate Your assertion
14.2 If We find in, Our sole discretion, that any Content notified to Us is inappropriate for the Site, We will take all reasonable steps to remove that Content as soon as We are able
15. INTELLECTUAL PROPERTY
15.1 All Content included on the Site including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is Our property or that of Our affiliates or other relevant third parties. By continuing to use the Site You acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other laws.
15.2 You may not reproduce, copy, distribute, store or in any other fashion re-use material from the Site unless otherwise indicated on the Site or unless given Our express written permission to do so.
16. THIRD PARTY INTELLECTUAL PROPERTY
16.1 Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and
descriptions belong to the manufacturers or distributors of such products as may be applicable.
16.2 You may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Site or unless given express
written permission to do so by the relevant manufacturer or supplier.
17. LINKS
17.1 The Site may contain links to other sites and unless expressly stated, these sites are not under Our control or that of Our affiliates and We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on the Site does not imply any endorsement of the sites themselves or of those in control of them.
18. MODIFICATIONS TO THESE TERMS AND CONDITIONS
We reserve the right to modify these Terms and Conditions from time to time but if You are not an Account holder, We will notify You in writing before We do so. You agree to revisit these Terms and Conditions from time to time to establish whether or not any changes have been made and by accepting these Terms and conditions You confirm that You have read and understood them on each visit You make to the Site or on each occasions they are sent to You
19. MODIFICATIONS TO THE SITE
We reserve the right, at Our sole discretion, to modify, alter or remove any part of the Site or discontinue any products or services it provides from time to time and to discontinue the Site completely and nothing contained on the Site or in these Terms and Conditions will give Us any obligation, of any type, to continue the operation of the Site or any part of it.
20. DISPUTE RESOLUTION
20.1 The Parties will attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who
have the authority to settle such disputes.
20.2 If negotiations under sub-Clause 20.1 of the Agreement do not resolve the matter within 28 days of receipt of a written invitation to negotiate, the Parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.
20.3 If the ADR procedure under sub-Clause 20.2 of the Agreement does not resolve the matter within 14 days of the initiation of that procedure, or if either
Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.
20.4 The seat of the arbitration under sub-Clause 20.3 of the Agreement will be England and Wales. The arbitration will be governed by the Arbitration Act 1996 and
Rules for Arbitration as agreed between the Parties. In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.
20.5 Nothing in Clause 20 of the Agreement will prohibit either Party or its affiliates from applying to a court for interim injunctive relief.
20.6 The decision and outcome of the final method of dispute resolution under Clause 20 of the Agreement will be final and binding on both Parties.
21. GENERAL MATTERS
21.1 Operative Law – This Contract will be governed by and construed in accordance with English law and each of the parties agrees to submit to the exclusive jurisdiction of the English courts as regards any claim or matter arising under this Contract
21.2 Partnership/Joint Ventures – no contractual relationship other than that envisaged by these Terms and Conditions is intended to arise under this contract and You agree that no relationship of any sort exists between Us and You, save as provided for herein
21.3 Effect Of Contract – this Contract supersedes any previous Contract between the parties in relation to the matters dealt with in them and represents the entire understanding between the parties.
21.4 Time of the Essence – time will not be of the essence in any part of this Contract except for clauses 4.4 & 8.3 where it is agreed that time will be of the essence.
21.5 Warranties – all parties acknowledge and agree that they have not entered into this contract in reliance on any representation, warranty or undertaking which is not set out or referred to in it
21.6 Third Party Rights – No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 will not apply to this Agreement.
21.7 Variation – no variation to this Agreement will be effective unless confirmed in writing and signed by both You and Us
21.8 Waiver – No failure or delay by either Party in exercising any of its rights under the Agreement will be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement will be deemed to be a waiver of any subsequent breach of the same or any other provision
21.9 Unenforceability – If any provision or term of this Contract is, or will become, or be declared illegal, invalid or unenforceable for any reason whatsoever (including, but without limitation, by reason of the provisions of any legislation or other provisions having the force of law or by reason of any decision of any Court or other body or authority having jurisdiction over the parties of this Contract) such terms or provisions will be divisible from this Contract and
will be deemed to be deleted from this Contract and the remainder of the provisions will continue in full force and effect provided always that if any such deletion substantially affects or alters the commercial basis of this Contract the parties will negotiate in good faith to amend and modify the provisions and terms of this Contract as necessary or desirable in the circumstances.
21.10 Notices – notices by either party must be using the messaging service We provide and in no other manner and will be deemed received on the day they are sent unless they are sent after 5:00 pm or on a day which is a weekend bank or public holiday in which case they will be deemed to be received on the following business day.
21.11 Entire Agreement – this Contract constitutes the entire understanding between the parties concerning the subject matter hereof.
21.12 Communication –When We communicate by email we cannot guarantee that such correspondence will be free from viruses and other intrusive devices You warrant that You will verify that all of Our communications are free from such issues.
22. REGULATION
22.1 We confirm that We will comply with the provisions of the Data Protection Act 1998 when processing personal data about You and those associated with You. For various reasons, We may obtain, process, use and disclose personal data about You
22.1.1 In accordance with the Proceeds of Crime Act 2002 and Money Laundering Regulations 2007 You agree to waive Your right to confidentiality to the extent of any report made, document provided or information disclosed to the Serious Organised Crime Agency (SOCA).
22.1.2 You acknowledge that We are required to report directly to SOCA without prior reference to You or Your representatives if during the course of undertaking any assignment the person undertaking the role of Money Laundering Reporting Officer becomes suspicious of money laundering.
22.2 As a specific requirement of the Money Laundering Regulations We may require You to produce evidence of identity. Copies of such records will be maintained by Us for a period of at least five years after We cease to act for You
22.4 As with other professional services firms, We are required to identify Our clients for the purposes of the UK anti-money laundering legislation. We may request from You, and retain, such information and documentation as We require for these purposes and/or make searches of appropriate databases.