Terms and conditions
How we do business
Basis of contract
These Terms shall be deemed accepted by us on the earlier of either;
(i) when we receive a signed and dated Letter or
(ii) upon commencement of us performing of any of the Services.
Where there is any contradiction between the Terms and the Letter, the Terms shall take precedence.
These Terms apply to the contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by any trade, custom, practice or course of dealing.
For the avoidance of doubt, where there is a conflict of interest between you and your directors or employee’s, we shall represent your interests.
Supply of Services
We shall, subject to these Terms, supply the Services to you.
We shall use all reasonable endeavours to meet any performance dates, but any such dates shall be estimates only and time shall not be of the essence for the performance of Services.
We shall provide the Services using reasonable care and skill. For the avoidance of doubt the Services do not include:
regulated activities that are subject to the Financial Conduct Authority regulations; or
influencing, managing or controlling your business or financial decisions; or
fulfilling any other function or role which could potentially be considered by HMRC to be a service that would trigger the Managed Service Company legislation (as amended from time to time).
Subject to the above and in accordance with your express written instructions to us, we shall where reasonably necessary and where possible to do so, act as Agent on your behalf for the provision of Services. For the avoidance of doubt, any submissions, documents or returns lodged by us on behalf of the Director and/or the Client are solely drafted in reliance upon any information and representations made by the Director and or the Client to Unsquared Accounting Limited.
In the event that the Client fails to meet its obligations under the Letter and/or the Terms then Unsquared Accounting may not be able to submit documents to the relevant bodies, on behalf of the Client and/or Director, in time or at all and Unsquared Accounting shall not be liable for any losses suffered or incurred as a result.
Our engagement by you under the Letter and these Terms is a business-to-business contract. Therefore, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply to this engagement.
You undertake and warrant to us that:
you shall ensure that all information supplied to us is up to date, accurate and complete and not misleading and will expressly confirm that any information provided to us to complete any returns, declarations and disclosures to any Regulatory Body are to the best of your information, knowledge and belief, correct, complete and accurate;
you shall co-operate fully with us in all matters relating to the provision of the Services;
you shall provide us and our representatives with the required records and related financial information (including but not limited to any correspondence from any Regulatory Body) delivered promptly to us as reasonably required or requested by us. This includes providing us with the relevant documents to allow for the completion of any basic personal tax return by no later than 30 November following the end of the relevant tax year end;
you shall provide us and our representatives with the required records and related financial information (including but not limited to any correspondence from any Regulatory Body) delivered promptly to us as reasonably required or requested by us;
you shall authorise us to act as Agent where necessary for the provision of the Services, for the avoidance of doubt we shall not make any decisions on your behalf, we shall only complete accounts and other reporting obligations based upon written instructions given by you to us from time to time;
you shall authorise and sign such documentation as we may reasonably request in connection with the provision of the Services including but not limited to form 64-8 authorising contact with HMRC;
you shall obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services start; and
you shall set up a direct debit to make payment on the 1st day of each and every month in full and cleared funds and in any event payment to be made no later than the 14th day of each month;
you shall keep us promptly informed about any change in your circumstances;
you are required to file the Client’s accounts at Companies House within 9 months of its year-end. You (and the officers of the Client) will be liable to a fine if it fails to do so. In order to avoid this we will produce statutory accounts, suitable for filing, within the required period, provided that all of your records are complete and presented to us no later than five months after your year end, and all subsequent queries by us are promptly and satisfactorily answered by you;
you shall keep us fully informed of any relevant changes or events that are required to be notified to Companies House, within one week of the said change or event;
you have taken and received independent advice from a professional advisor in relation to the Director and/or the Client’s IR35 determination and status prior to the date of this engagement and during the term of our engagement and shall notify us immediately if there is any change to you or the Director’s IR35 status; and
you acknowledge that you are solely responsible for determining your IR35 status and you will continue to review the Director’s and the Client’s 24 Month Rule and IR35 status on an ongoing and regular basis during the term of our engagement and if such IR35 status changes during the term of our engagement (taking appropriate independent advice where you deem appropriate) you undertake to notify us in writing immediately. As at the time of signing this Letter and the Terms, you confirm to us that you fall outside of the scope of IR35.
If our performance or any of our obligations in providing the Services is prevented or delayed by any act or omission by you or any failure by you to perform any relevant obligation including but not limited to the obligations in clause 4.1 of these Terms (Default) then we shall without limiting our other rights and remedies have the right to suspend performance of the Services until you remedy your Default and shall be entitled to rely on your Default to relieve us from the performance of any of our obligations to the extent that your Default prevents or delays our performance of any of our obligations.
We will be pleased to assist the Client generally in tax matters if you advise us in good time of any proposed transactions and request advice. We would, however, warn you that because tax rules change frequently you must ask us, in writing, to review any advice already given if a transaction is delayed, or if an apparently similar transaction is to be undertaken
Confirmation of advice
It is our policy to confirm in writing advice upon which the Client may wish to rely. If you require any such advice then please contact Unsquared Accounting for an appropriate written notice.
We shall not disclose to any person any confidential information concerning your business, affairs, clients or suppliers, except as permitted.
We may disclose your confidential information:
to our employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our obligations. We shall ensure that our employees, officers, representatives, subcontractors or advisers to whom we disclose your confidential information comply with this clause;
with your prior consent, including but not limited to where we have highlighted in the Letter that we will provide your basic information to third parties; and
as may be required by law, a court of competent jurisdiction or any governmental or Regulatory Body.
We are registered with the Information Commissioner as a data controller as required under the Data Protection Act 2018 (as amended). We may process, store and retain any information including personal data about you, your officers, agents and employees as a consequence of you agreeing to us providing the Services. By engaging with us you consent to us sharing this information with other Affiliates of Gorilla or our agents where it is believed that it may be suitable for your requirements or is considered necessary to settle your outstanding charges. All information (including databases on which such information is stored) held by us shall remain our property.
Indemnity and Limitation of our liability
You undertake to indemnify and to hold us and our employees and Affiliates harmless from and against all or any losses, claims, actions, liabilities, expenses, demands, charge or proceedings (including legal and other professional fees and expenses) (together “Proceedings”) whatsoever in any jurisdiction brought or established against us or and our employees or Affiliates by any company, person, partnership, governmental agency or Regulatory Body whatsoever in connection with these Services or any additional services that we provide and including but not limited to:
any of the materials or documents issued or supplied by you to us;
your failure to comply with any of your obligations with these Terms or the Letter (including for the avoidance of doubt, clause 4 of these Terms)
any failure or alleged failure by you to comply with any legal, statutory, Regulatory Body requirement or law; or
any failure by you to pay sums to Unsquared Accounting as and when they fall due.
The indemnity in the above clause shall extend to include all costs, charges and expenses including legal fees and expenses (together with any value added or equivalent tax thereon) suffered or reasonably incurred by us or any of our employees, Affiliates or representatives.
If at any time any one or more of the provisions of the indemnity in this clause or any part of the indemnity is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions of the indemnity shall not in any way be affected or impaired.
The indemnity in this clause confers benefits on any of our employees and Affiliates and is intended to be enforceable by any relevant employee by virtue of the Contracts (Rights of Third Parties) Act 1999. No other party is intended to have any other rights under the Services pursuant to that Act.
Neither we nor our Affiliates shall be liable to you and/or the Director for determining or advising you or the Directors on their IR35 status and/or determining or advising whether or not the Client and/or the Director fall within or outside of the ‘24 month rule’ set out in section 339(3) ITEPA 2003 (as amended) (the “24 Month Rule”).
You shall not be liable to indemnify Unsquared Accounting for any costs, liabilities or losses incurred by us as a result of our own negligence.
The total aggregate liability of us to you in respect of any direct or indirect losses arising under or in connection with providing the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall in no circumstances exceed £1 million.
We hold professional indemnity insurance in respect of any claims arising from alleged professional negligence. Details of our insurer are available upon written request following the service of a CPR Compliant Pre-action preliminary notice.
Nothing in these Terms shall limit or exclude either party’s liability for:
death or personal injury caused by its negligence, or the negligence of it employees, agents or subcontractors;
fraud or fraudulent misrepresentation; or
any other liability which cannot be excluded or limited by reason of applicable law.
For the avoidance of doubt, Unsquared Accounting does not make any representation or warranty as to the accuracy or the fitness for purpose or tax efficiency of any services provided by the Client and the Client, the Director and the officers and employees of the Client provide such services at their own risk.
From time to time Unsquared Accounting may receive commissions or other benefits for introductions to third parties and other professionals and these commissions or other benefits typically range in value between £10 - £500. In so far as it may be relevant we will notify you if we will be receiving a commission for an introduction. However, unless required by regulation or other statute, we are under no obligation to confirm the actual value of such commission or account to you for the same.
These Terms are governed by, and construed in accordance with English law. The Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it (including any non-contractual claims or disputes).
Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.
If any provision in the Terms or the Letter, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provisions shall not in any way be affected or impaired.
These Terms and the Letter represent the entire agreement and understanding between us and you and supersedes and extinguishes, as from the date of this Letter, all previous agreements, promises, assurances, warranties, undertakings, representations and understandings between us, whether written or oral, relating to the subject matter of this Letter or the Terms.
Where you are required to give notice under these Terms, the notice shall be in writing and sent by email, personally delivered, or sent by first class recorded delivery to (a) firstname.lastname@example.org or (b) Unsquared Accounting Limited registered office address for the attention of Mr Dean Pitout. Email communication shall be deemed to have been received on the same working day if sent on a working day or at 9am the next working day if sent on a non-working day. Hand delivered communication shall be deemed to have been delivered at 9am the next working day. Posted communication shall be deemed to have been delivered at 9am on the second Working Day after mailing if mailed as stated.
Any payments to be made by you under this engagement shall be made free from set-off, counterclaim or deduction.
Unsquared Accounting Limited may at any time assign, transfer, subcontract or deal in any other manner with all or any of its rights under this engagement and may subcontract or delegate any or all of its obligations under the Letter to any third party or agent.
Unsquared Accounting is committed to its obligations under the General Data Protection Regulations (GDPR). Whilst the vast majority of Unsquared Accounting's client base are commercial entities, Unsquared Accounting recognises that, in the course of its day to day dealings it will acquire and process personal data. Such personal data would include but is not limited to the name, addresses and contact details of any directors of the Client(s) (if any).
Unsquared Accounting will ensure that all data is processed in accordance with at least one of the six lawful basis for processing in accordance with our GDPR policy. Typically data will be processed either to allow us to carry out its contractual obligations and/or with direct consent of the data subject and/or because we are exercising a legitimate interest.
As detailed in the paragraphs entitled “Confidential” we will take the appropriate steps to ensure that any data of the Client(s) is kept Confidential, this is regardless of whether or not it is personal data for the purposes of GDPR. As a consequence data will ordinarily only be shared with third parties for the purposes of allowing us to carry out our contractual duties to our Client(s) and/or with your explicit consent, for example we may have to share your data with our case management provider or with your consent we may provide data to a panel law firm. When data is shared with third parties in such a way then we will have agreements in place to cover how such data is to be controlled and processed.
Should we need to share personal data with Third Parties on another basis such as to exercise a legitimate interest then we will document our reasons for believing that such interests are valid.
All individual data subjects have a number of rights as prescribed under GDPR. These include but are not limited to the right of access, right of rectification and right to erasure. Should you wish to exercise any of your rights or wish to discuss in more detail what your rights are then please contact us at our registered office.
Unsquared Accounting will only retain data for as long as is deemed necessary in accordance with GDPR. The general guideline is that we will hold data for a period of six years following the conclusion of a matter, after which it will be securely destroyed. However, in accordance with our duties under GDPR we will carry out regular audits of the data held to ensure that personal data is only retained for an appropriate time period. We may carry out full or partial erasure of data in cases in which we judge information to be excessive or no longer appropriate, this is irrespective of whether or not six years has passed. Similarly there may be occasions in which it is deemed appropriate to retain some data for longer than a six year period. As a consequence, Gorilla would strongly recommend that, should you wish to exercise one of your rights in respect of a concluded matter that a request is made as soon as possible.
In respect of marketing, from time to time, we will market to our Client(s) both during and after engagement. We will only seek to provide Client(s) with offers and services that may be of interest to them and such materials will be distributed by ourselves or on our behalf. We will never pass on personal details to any third party to allow them to market directly to you save for where we have consent as described in the GDPR. Any marketing communication sent by us will have an option to allow you to opt out of receiving future communications.
Required third party subscriptions
It is a condition that when you purchase any service from us you must also purchase a subscription to use FreeAgent accounting software, FreeAgent payroll (if you purchase payroll services) and Hubdoc document management. These subscriptions are in addition to our own fees. We cannot provide you with any services if you do not also purchase these subscriptions.
FreeAgent Limited offer a variety of subscription options for the use of their software. We will adivse you which option will be most suited for the services that you require. We will always advise you to purchase the least expensive option. Any subscription fees that are payable by you are free of any markup and is paid in full to FreeAgent Limited and Hubdoc Inc.
You agree that we will manage these subscriptions on your behalf and that we will have unrestricted access to the accounts that we will create for you. If you so choose, you will have the same level of access that we do. If you make any changes to the data in Xero or Hubdoc you agree that we are indemnified from any loss, inaccuracy, prosecution, compensation or any other liability whatsoever as a result.
Once a year accounting
We will provide you with an online client portal account on our website for you to upload your accounting documents.
We will send you a checklist of all the documents that we need. We will also tell you the date by when we have to have the documents in our possession in order to provide you with this service.
It is your responsibility to ensure that we have all the documents we require in our possession by the date we have specified. We will accept no responsibility whatever if the required filings made to Companies House and/or HMRC are late as a result of not receiving all the documents we need, or if they are received after the date we have specified to you that we need them by. We accept no responsibility for any sanction that Companies House or HMRC impose upon you as a result.
It is your responsibility to inform us of any changes to your payroll by the date that we specify. You must communicate payroll changes to us in writing, and properly authorized, by using the form that is available on our website for this purpose. We cannot make any changes to the payroll unless they have been communicated to us in this way. We accept no responsibility whatever for any errors in the payroll if you do not inform us of any changes by the date specified. We will send you a reminder no less than five working days before the payroll cut-off date. The types of changes that we need to be informed of is indicated on the form that is available on our website for this purpose.
We will tell you the amount of funds we will require in order to pay your employees. We must have cleared funds in the designated account five (5) working days prior to the date your employees will be paid. We cannot pay your employees and invoice you for reimbursement of your payroll afterwards. You indemnify us against any losses and/or claims from your employees as a result of us not being able to pay, or paying late your employees' salaries.
If you purchase payroll services from us, you also authorize us to have access to and communicate with HMRC, any employee benefits providers and pension scheme providers about the services they supply to you.
We will provide training to your employees how to use the FreeAgent payroll self-service portal. The training will be provided initially as part of your on-boarding and thereafter on an on-going basis for new employees. It is your responsibility to ensure that your employees attend the training sessions provided by us.
If you want to implement an employee benefits (rewards) programme, and request it we will make an introduction to a third party supplier of such a service to you. We do not receive any financial reward for doing this and you are under no obligation to act on our recommendation.
Since 1 February 2018 all employers have to have a workplace pension scheme in place and auto-enroll all eligible employees into the scheme (employees have the right to opt out). We cannot provide you with payroll services unless you have a workplace pension scheme in place.
If you request it, we will introduce you to qualifying pension scheme providers and/or advisers. We will not charge you for doing this, nor do we receive any financial reward for doing so. We are not licensed pension scheme products advisers, and can therefore not recommend any pension product to you.
Auto-enrollment is included in our payroll service. We will provide the information that your employees need in order for them to either (a) auto-enroll, or (b) opt out of auto enrollment.
Managing your customers and suppliers
If you purchase our customer and supplier management add-on with your outsourced services, you authorize us to have access to your accounts with your customers and suppliers (as applicable), and to act on your behalf in relation to these accounts.
We will carry out your instructions in relation to your customers and suppliers on receipt of the form that is available on our website for this purpose. We cannot act on your behalf if you do not inform us of your instructions in this way. In particular, you must inform us of any invoices to send for services and/or products that you have provided to your customers using our form. We do not accept any responsibility whatever if your customers are not invoiced for services and/or products you provide to them.
In the same way you must inform us of your instructions in relation to your suppliers using the form on our website.
If you ask us to undertake credit control and/or collections services on your behalf, it is your responsibility to ensure that we have been informed of any communications, agreements or undertakings (e.g. the giving of a discount). We will not be held liable for any action taken by your customers and/or suppliers as a result of your failure to keep us informed.
We act as your agents in respect of your customers and suppliers only. We do not accept any responsibility, nor will we be held liable for any reason whatever resulting from action taken by your customers or suppliers against you.
If you ask us to forensically investigate any financial transaction(s), we will only do so subject to the following conditions being agreed to:
the instruction must be received in writing from the most senior officer of the company, if the most senior officer is likely to be central to our investigation, then the instruction must be given with the consent of a majority of the senior management team;
we must be allowed to carry out our investigations in secret and if necessary off-site;
we must be allowed to ask any person and/or organisation to assist us without requiring your permission to do so;
we must be allowed unrestricted access to any document and/or systems (in whatever form);
we must be allowed unrestricted access to any employee, officer or any person affiliated to your organisation;
we must not be placed under any obligation to report back to you, other than what is agreed upon between us;
if we uncover any act that constitutes a criminal offence we will report our findings to the relevant authorities without any recourse to you;
unless evidence beyond reasonable doubt exists, we will not accuse any one person(s) of wrong-doing;
we will point out where systems failed, were not adhered to, covered up or altered;
we will (taking your management structure into account) point out which departments and/or management structures failed;
we will present our findings to the officer who originally requested that we carry out a forensic investigation only;
we may request that presentation of our findings be made off-site;
we will not be placed under any obligation to reveal the name of the individual within our organisation who carried out the investigation;
we will not make any recommendation to you in relation to any sanctions that you deem appropriate as a result of our findings; and
we accept no responsibility whatever nor will we be held liable for any loss suffered by you, your employees or affiliates as a result of our findings.
The instruction to carry out a forensic investigation, and agreement to all of the above conditions must be given to us in writing.
We do not guarantee any outcome or result from any services provided. In particular, we do not guarantee:
the achievement of budgetary targets provided resulting from our budgeting service;
the granting of finance or any benefits resulting from our Business Plan service; and
the achievement of efficiencies resulting from products provided as part of our Automation service.
In these terms, when we refer to tax we mean it to include (but not limited to) corporation tax, VAT, payroll tax and self-assessment income tax.
Taxation is a complex subject, with ever changing regulations in both accounting and law. We are not, nor do we represent ourselves as specialist tax advisers. We do represent ourselves as expert tax accounting professionals. We can account for your tax affairs, but we cannot advise you in relation to how you manage your taxes.
We cannot offer you tax accounting services if we are not also your principal accountants.
Services for start-ups
If we provide new company formation services to you, we do not guarantee that your registration will be accepted by Companies House or in the time frame promised by them. As part of our Blueprint formation/registration services, we will carry out all the necessary checks to avoid or minimize delay or rejection of your registration.
You are responsible for ensuring that any person you wish to appoint an officer of your company is not on the prohibited list held at Companies House.
You are responsible for ensuring that all the personal information required by Companies House for each officer and persons with significant control over your organisation is available. We will inform you what information is required before registration.
You do not have to purchase accounting services from us in order for us to supply you with business start-up services.
We will require that you prepay any fees that are due to Companies House or any other organisation to us before we submit your application (please be aware that fees paid to Companies House are non-refundable even if your application fails or is rejected).
If you ask us to make recommendations in relation to banking facilities in the United Kingdom, we do not guarantee that any banking service will be made available to you.
If you purchase company secretarial/compliance services from us, we will require that you appoint us as company secretary with Companies House. We do not charge you for doing this. If you do not appoint us as officers of your company, we will not be able to provide you with this service. We will instead recommend a third party supplier to you.
Affiliates means in relation to either Party each and any ‘subsidiary’ or ‘holding company’ of that Party and each and every subsidiary of a holding company of that Party (as each such term is defined in the Companies Act 2006);
Agent means that we have received the power to act on your behalf, binding you as if you are making the decisions;
Applicable Laws means all applicable laws, statutes and regulations from time to time in force;
HMRC means Her Majesty’s Revenue & Customs;
Regulatory Body means government departments and regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled by any Applicable Law to supervise, regulate, investigate or influence the matters dealt with in this agreement or any other affairs of the Customer including but not limited to HMRC and Companies House; and
Working Day a day other than a Saturday, Sunday or recognised public bank holiday in England.