Double Entry Bookkeeping Limited – Terms and Conditions

These Terms and Conditions shall apply to the provision of bookkeeping services by Double Entry Bookkeeping Limited , a company registered in England under number 14856092 whose registered address is 20 Stratford Close, Aston Clinton, Aylesbury, England, HP22 5FF, hereinafter called “the Company” to the Client.

1. Definitions and Interpretation:
   • In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
   • “Acceptance” means the acceptance of our Quotation, the signing of a Contract, the placement of an order and/or the Client’s written consent to receive the services, and includes the acceptance of these Terms and Conditions;

          “Client” means you, the individual, firm or corporate body purchasing the Services;

          “Contract” means the contract formed upon acceptance by the Client as detailed above for the bookkeeping Services;

          “Expense” means any cost incurred by us in direct relation to the provision of the services;

          “Quotation” means our quotation or Letter of engagement for the performance of the services, which unless otherwise stated, remains open for acceptance for a period of 30 days, and shall constitute our entire scope of works; and

          “Services” means the bookkeeping services provided by us, of which include, but are not limited to, bank reconciliations, sales and purchase ledger reconciliations, monthly profits, and loss and cash flow to the Client.

• Unless the context otherwise requires, each reference in these Terms and Conditions to:
  • “we”, “us”, “our” is a reference to the Company and includes our employees, subcontractors and agents;
  • “writing”, and “written” includes emails and similar communications;
  • a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
  • “these Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;
  • a Clause or paragraph is a reference to a Clause of these Terms and Conditions;
  • a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
• The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
• No terms or conditions stipulated or referred to by the Client in any form whatsoever shall in any respect vary or add to these Terms and Conditions unless otherwise agreed by us in writing.
• Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender.  References to persons shall include corporations.

2. Our Services
   • The Contract for the services is formed upon acceptance of our Quotation, the signing of a Contract, the placement of an order and/or the Client’s written consent to receive the Services, and includes the acceptance of these Terms and Conditions. Upon Acceptance, we will provide the Services as detailed in our Quotation.
   • In accepting our Quotation, the Client agrees to provide us with any documentation we may require in accordance with our obligations under the Money Laundering Regulations 2007 and any subsequent amendments thereto. We will provide details of the original documentation we require with our quotation.  Additional copies are available on request.
   • We will carry out our Services with reasonable care and skill and in accordance with accepted bookkeeping practises.
   • If you have opted for support on a retained basis:
     • The commencement date shall be the start of your initial term where applicable as defined in the Quotation, once the initial term has completed it shall renew on a monthly rolling basis subject to clause 3.2.
     • All Services provided under this Contract will be invoiced on a monthly basis in advance throughout the Term of the Contract.
     • Should you fail to use all the hours or services for which we are contracted on a retained basis, the hours will be lost.
     • Should you need more work then all additional hours will be charged at our standard hourly rate.
   • If you have opted for support on an ad hoc basis:
     • We shall charge for the hours completed within the project as part of the Services, and invoices shall be payable upon receipt.
   • We shall use all reasonable endeavours to complete our obligations under the agreement, but time will not be of the essence in the performance of these obligations.

3. Fees and Payment
   • The price for the Services will be an agreed upon hourly rate as stated in our Quotation.
   • The contract for the retained Services will be automatically renewed, with the exception of the price, on the same terms and conditions as set out in this agreement on a monthly rolling basis unless a written notice to terminate is given by either party in accordance with Clause 11 of this agreement. Any such price increase shall be notified by the Company to the Client in accordance with these terms and conditions.
   • Payment shall be invoiced on the last working day of each calendar month by standing order. Payment for hourly and day work shall be made upon receipt invoice.
   • Unless otherwise agreed by us in writing, all payments shall be made in pounds sterling, without any set-off, withholding or deduction except such amount (if any) of tax as the Client is required to deduct or withhold by law.
   • At our sole discretion, we may request the Client to make a payment on account prior to commencement of the Services.
   • All sums payable by either Party pursuant to the agreement are exclusive of any value added or other tax (except corporation tax) or other taxes on profit, for which that Party shall be additionally liable.
   • In addition, we shall charge to the Client our reasonable travelling time and travel Expenses if applicable, any incidental Expenses for materials used and for third party goods and services supplied in connection with the provision of the services.
   • Further, the Client will pay for any additional services provided by us that are not specified in the These additional services shall be charged in accordance with our current, applicable hourly rate in effect at the time of the performance or such other rate as may be agreed and shall be due in accordance with the terms for payment herein.  Any charge for additional services will be supplemental to the amounts that may be due for Expenses.
   • The cost of delays attributable to the Client including, but without limitation, failing to carry out agreed actions or not providing necessary information or services, or failing to give proper notice to terminate or cancel as detailed herein will be charged at our standard fee rates applicable at the time.
   • The time of payment shall be of the essence. If the Client fails to make any payment on the due date then we shall, without prejudice to any right which we may have pursuant to any statutory provision in force from time to time, have the right to suspend the services and charge the Client compound interest                                                               on the unpaid bill at a rate of 8% per Calendar month until the due bill is paid in full in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.  Such interest shall be calculated cumulatively on a monthly basis and shall run from month to month and accrue after as well as before any judgment.

4. Client’s Responsibilities
   • The Client agrees, where applicable, to:
     • provide us with any information, advice and assistance relating to the services as we may reasonably require within sufficient time to enable us to perform the Services. In any event, where we are required to work to a deadline not specified herein, any information we require must be provided to us a minimum of 3 months in advance of said deadline;
     • where applicable, provide us with VAT, PAYE and CIS information in accordance with HMRC deadlines, as detailed on the HMRC website. VAT information must be provided to us within 2 weeks after the relevant quarter end;
     • where applicable, provide us with all relevant paperwork and information regarding the Client’s employees and any differences in their pay structure by the 10th of the month in which the payroll data is to be filed;
     • ensure any staff are trained in the proper use and operation of any system provided by us;
     • virus-check all data and material supplied to us and ensure data is backed up regularly;
     • keep secure from third parties any passwords issued by us to the Client in connection with the services;
     • nominate a suitably qualified individual to act as the Client’s representative to liaise with us regarding the services;
     • obtain and maintain all necessary licences, permissions and consents in connection with the services; and
     • comply with all applicable Health and Safety legislation and regulations whilst we are working at the Client’s premises.
   • If the Client fails to meet any of the provisions of this clause 4, without limiting our other rights or remedies, we shall:
     • have the right to suspend performance of the services until the Client remedies the default;
     • not be held liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from our failure or delay in performing any of our obligations as a result; and
     • be entitled to claim for any costs or losses sustained or incurred by us arising directly or indirectly from the Client’s default.

5. Notice and/or Lead In Period

Unless otherwise agreed in writing between the parties at the time of acceptance, and where applicable, we require a minimum of 14 days’ formal notice to commence the Services.

6. Delay & Abortive visits

Our price is based on being able to complete our Services in the agreed number of hours or consecutive days over the period as detailed in the contract.  If we are prevented from continuous working through to completion, we reserve the right to recover any costs incurred by way of delay or abortive visits. 

          In the event of a delay, we shall then require, from the Client, a further written notice or lead in period in accordance with clause 5 above.

7. Errors or Discrepancies

The Client shall be responsible for the accuracy of any information submitted to us and for ensuring that the Quotation or contract reflects the requirements of the Client.  Our Quotation is based on the information provided to us at the time of preparing such Quotation.  Should any errors or discrepancies become evident which affect the order value, we reserve the right to make any adjustments to it.

8. Variation and Amendments
   • If the Client wishes to vary the Services to be provided, they must notify us as soon as possible. We shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the Client.
   • If, due to circumstances beyond our control, we have to make any change in the arrangements relating to the provision of the Services, we shall notify the Client immediately. We shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.
   • Any agreed variation or amendment will be carried out in accordance with these terms and conditions and any price increase necessitated as a result of an agreed variation or amendment shall be payable in accordance with the terms for payment herein.

9. Cancellation of one-off Services
   • Should the Client cancel the one-off Services prior to our commencement of the works, we shall be immediately entitled to payment for:
     • 100% of our quoted fee if cancellation takes place within 3 days or less of the date of commencement.
     • 75% of our fees if cancellation takes place within 7 days or less of the date of commencement.
     • 50% of our fees if cancellation takes place within 10 days or less of the date of commencement.
   • Where Services have commenced, we will be immediately entitled to payment for 100% of our quoted
   • We also reserve the right to levy reasonable cancellation charges including, but not limited to, any administration costs, procurement costs and loss of profit, against the Client and these shall fall due for payment immediately.

10. Rescheduling or Cancellation of Meetings – Retained Services only
    • We require a minimum of 48 hours’ notice should any retained Client wish to reschedule or cancel a pre-arranged meeting with us. In this event, we shall not charge for the rescheduled or cancelled meeting.  However, should we not receive the required notice, we shall invoice the Client for the aborted meeting at the applicable rate.
    • If, due to unforeseen circumstances, we have to reschedule or cancel a meeting, we will contact the Client as soon as possible to minimise disruption and will book another meeting as soon as reasonably possible.

11. Termination of Retained Services
    • Either Party shall be entitled to terminate the retained services forthwith:
      • by giving the other Party 30 days written notice, whereby there will be no continuing liability by either Party;
      • if the other has committed a material breach of this agreement, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other Party has failed to remedy the breach within 14 days after a written notice to do so; or
      • if the other goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
    • In the event of termination, all payments required under this contract shall become due and immediately payable.
    • Any and all obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract shall survive termination under this Clause 11 on a pro-rata basis.

12. Confidentiality
    • For the purposes of this clause 12, Confidential Information shall include all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature. Both we and the Client shall undertake that, except as provided by sub-Clause 12.2 or as authorised in  writing by the other Party, it shall at all times during the continuance of the agreement and for 2 years after its termination:
      • keep confidential all Confidential Information;
      • not disclose any Confidential Information to any other party;
      • not use any Confidential Information for any purpose other than as contemplated by the agreement;
      • not make any copies of, record in any way or part with possession of any Confidential Information; and
      • ensure that (as applicable) none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 12.1.1 to 12.1.4.
    • Subject to sub-Clause 12.3, either Party may disclose any Confidential Information to:
      • any of their sub-contractors or suppliers;
      • any governmental or other authority or regulatory body; or
      • any of their employees or officers or those of any party described in sub-Clauses 12.2.1 or 12.2.2;
    • Disclosure under sub-Clause 12.2 may be made only to the extent that is necessary for the purposes contemplated by the agreement, or as required by law. In each case the disclosing Party must first inform the recipient that the Confidential Information is confidential.  Unless the recipient is a body described in sub-Clause 12.2.2 or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.
    • Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.
    • When using or disclosing Confidential Information under sub-Clause 12.4, the disclosing Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.
    • The provisions of this Clause 12 shall continue in force in accordance with its terms, notwithstanding the termination of the agreement for any reason.

13. Documentation

We include for any documentation to be submitted in our normal standard format only. If additional copies or specific requirements are needed, we reserve the right to apply additional charges.  We shall retain title to the documentation and no documentation shall be handed over until all payments as detailed above have been paid in full.

14. Literature and Representations

Any marketing literature is presented in good faith as a guide to represent the services offered and does not form a part of the agreement.  None of our employees or agents are authorised to make any representation concerning the services unless confirmed by us in writing.  In entering into the agreement, the Client acknowledges that it does not rely on and waives any claim for breach of any such representations, which are not so confirmed.

15. Intellectual Property
    • Subject to a written agreement to the contrary, we reserve all intellectual property rights which may subsist in the provision of the services. Under no circumstances shall material provided by us be lent, hired out, sold or otherwise circulated by either manual or electronic means, nor shall it be photocopied or otherwise reproduced, without our express written consent.  We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of such intellectual property rights.
    • The Client warrants that any document or instruction furnished or given by them shall not cause us to infringe any letter patent, registered design or trade mark in the execution of these services and shall indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in settlement of any claim for infringement of any patent, copyright, design, licence, trademark or any intellectual property rights which results from our use of the Client’s information.

16. No employment

Nothing in this agreement shall render or be deemed to render us an employee or agent of the Client or the Client an employee or agent of ours. 

17. Insurance

We include for Public Liability Insurance and Professional Indemnity Insurance.  Details are available on request.

18. Assignment and Sub-Contracting
    • The Client shall not be entitled to assign the benefits under the agreement.
    • We may sub-contract the performance of any of our obligations under the agreement without the prior written consent of the Client. Where we are sub-contracting the performance of any of our obligations under the agreement to any person with the prior consent of the Client, we shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of our own.

19. Liability and Indemnity
    • Except in respect of death or personal injury caused by our negligence, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our servants or agents or otherwise) in connection with the performance of our obligations under this agreement.
    • All warranties or conditions whether express or implied by law are hereby expressly excluded.
    • The Client shall indemnify us against all damages, costs, claims and expenses suffered by us arising from loss or damage to any equipment (including that of third parties) caused by the Client, or his agents or employees.
    • Neither we nor the Client shall be deemed to be in breach of this agreement by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond that Party’s reasonable control. Such causes include, but are not limited to: power failure, Internet provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event beyond the control of the Party in question.
    • In the event of a breach by us of our express obligations under these Terms and Conditions, the remedies of the Client will be limited to damages, which in any event, shall not exceed the fees and expenses paid by the Client for the Services.
    • Any property including both hardware and software supplied to us by or on behalf of the Client shall be held and worked upon by us at the Client’s risk. We shall not be liable for any loss or damage to any such property.

20. Waiver

No failure or delay by either Party in exercising any of its rights under this agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

21. Severance

The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and the agreement, as appropriate).  The remainder of these Terms and Conditions shall be valid and enforceable.

22. Data Protection

Both parties agree to comply with all applicable data protection legislation, including but not limited to the Data Protection Act 2018 and the UK GDPR and any subsequent amendments thereto.

23. 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 shall not apply to the agreement.

24. Notices
    • All notices under the agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice. Notices shall be deemed to have been duly given: when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or on the tenth business day following mailing, if mailed by airmail, postage prepaid.  In each case notices shall be addressed to the most recent address, e-mail address, or fax number notified to the other Party.
    • Service of any document for the purposes of any legal proceedings concerning or arising out of the agreement shall be effected by either Party by causing such document to be delivered to the other Party at its registered or principal office, or to such other address as may be notified to one Party by the other Party in writing from time to time.

25. Law and Jurisdiction
    • These Terms and Conditions and the agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
    • Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or the agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.