This page (together with the documents referred to on it) tells you the terms and conditions on which we supply all of the products (Products) listed on our website www.keybusinessconsultants.co.uk (our site) and our accountancy services to you. Please read these terms and conditions carefully and make sure that you understand them before ordering any Products from our site or services through our staff. You should understand that by ordering any of our Products or services, you agree to be bound by these terms and conditions.
You should print a copy of these terms and conditions for future reference.
Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products from our site or services from us.
1 Information about us
We operate the website www.keybusinessconsultants.co.uk. We are Key Business Consultants LLP (KBC), a limited liability partnership registered in England and Wales under company number OC389322 and with our registered office at 5, Drakes Courtyard, 291 Kilburn High Rd, London NW6 7JR, which is also our main trading address. Our VAT number is 126 2483 25.
Our insurance details are Royal & Sun Alliance Insurance Plc 9th Floor, One Plantation Place 30 Fenchurch Street London EC3M 3BD Policy Number 12900409.
TERMS OF BUSINESS 1 January 2012
All work is carried out under these terms except where changes are expressly agreed in writing.
1.0 Professional rules and practice guidelines
1.1 We will observe and act in accordance with the bye-laws, regulations and code of ethics of the Institute of Chartered Accountants in England and Wales and will accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by HMRC where we become aware of them. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. You can see copies of these requirements in our offices. The requirements are also available on the internet at www.icaew.com/membershandbook.
2.0 Investment advice
2.1 If during the provision of professional services to you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Services Authority [or licensed by a Designated Professional Body], as we are not.
3.0 Commissions or other benefits
3.1 In some circumstances we may receive commissions or other benefits for introductions to other professionals or transactions we arrange for you. In this case, we will notify you in writing of the amount, the terms of payment and receipt of any such commissions or benefits.
4.0 Clients’ money regulations
4.1 We may, from time to time, hold money on your behalf. The money will be held in trust in a client bank account, which is segregated from the firm’s funds. The account will be operated, and all funds dealt with, in accordance with the Clients’ Money Regulations of the Institute of Chartered Accountants in England and Wales.
4.2 All client monies will be held in an interest-bearing account. To avoid excessive administration, if the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, then we will put the money in a designated interest-bearing client bank account and pay the interest to you. Subject to any tax legislation, interest will be paid gross.
4.3 We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed and the client to which they relate has remained untraced for five years or we as a firm cease to practise then we may pay those monies to a registered charity.
5.0 Retention of records
5.1 During our work we will collect information from you and others acting on your behalf and will return any original documents to you following preparation of your financial statements and tax return. You should retain them for 6 years from the 31 January following the end of the accounting/tax year.
5.2 Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that are more than seven years old, except documents we think may be of continuing significance. You must tell us if you wish us to keep any document for any longer period.
6.0 Conflicts of interest and independence
6.1 We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours, subject to 7 below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you or the company.
7.1 We confirm that where you give us confidential information, we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional statements relevant to our engagement.
8.0 Data Protection Act 1998
8.1 To enable us to discharge the services agreed under our engagement, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance, we may obtain, use, process and disclose personal data about you / your business / company / partnership / its officers and employees. We confirm when processing data on your behalf that we will comply with the relevant provisions of the Data Protection Act 1998.
9.0 Proceeds of Crime Act 2002 and Money Laundering Regulations 2007
9.1 In common with all accountancy and legal practices, the firm is required by the
Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to:
• have due diligence procedures for the identification of all clients;
• maintain appropriate records of evidence to support customer due diligence;
• report in accordance with the relevant legislation and regulations.
10.0 Quality control
10.1 As part of our ongoing commitment to providing a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as our principal and staff.
11.0 Help us give you the best service
11.1 We wish to provide a high quality of service at all times. If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving please let us know by contacting Mr Gary Green on 02037282848.
11.2 We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If we do not answer your complaint to your satisfaction you may, of course, take up the matter with the ICAEW.
12.0 Contracts (Rights of Third Parties) Act 1999
12.1 Only someone who is a party to this agreement has the right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any of its terms. This clause does not affect any right or remedy that exists independently of the Act.
12.2 The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
13.1 Our fees are calculated on the basis of the time spent on your affairs by the principal and staff and on the levels of skill or responsibility involved. Our fees will be billed monthly, quarterly or six monthly, together with outlays and VAT, and our invoices will be due for payment when issued.
13.2 If we need to do work outside the responsibilities outlined in our engagement letter, we will advise you in advance. This will involve additional fees.
13.3 We normally ask clients to pay a proportion of their fee on a monthly standing order. These standing orders will be applied to fees for work performed under our engagement letter for the current and ensuing years, but they do not constitute final payments.
13.4 We reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to terminate our engagement and cease acting if payment of any fees billed is unduly delayed.
13.5 If we have agreed with you a monthly fee based on a scope of works then we will endeavour to honour the spirit of that agreement. However, any changes to the original scope on which the monthly payment was based will result in a fee adjustment with reference to our standard fees structure, which can be enquired at any time.
13.6 On enquiry we will advise you of our standard fees for services such as annual accounts and corporation tax return compliance, VAT, payroll and income tax returns. Where we give you an annual quote at the beginning of each year and you pay monthly against the invoices sent, this will be subject to a reconciliation at the end of each year to ensure that the quote given matches the events that occur.
13.7 An example would be where we quote £1,600+vat for a company with a turnover of £75,000, VAT compliance, one-person payroll and a director’s income tax return for the accounting and tax year. Monthly payments of £160/month have been made, however, by the year-end three people were added to the payroll and turnover was £150,000. At the year-end we will invoice you for the additional works performed outside of the quote for the difference and payroll will be notified and invoiced at the end of the tax year in April.
13.8 This policy also works in reverse where there is a delay in the business or a reduction in the scope of works. We will either refund you payments made on account or hold the amounts over into the next accounting year and suggest a change in the standing order going forwards.
13.9 In the event that you terminate this contract part way through the year we will provide you with a time ledger of time spent on your affairs for any outstanding accounting and tax years and then send you a final invoice for payment, less payments on account, based on the time spent and the individual chargeout rates of the staff member used. Our staff rates can be enquired at any time.
14.0 Applicable law
14.1 Our engagement with you is governed by, and interpreted in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning our engagement letter and terms of business and any matter arising from or under them. 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 inconvenient forum, or to claim that those courts do not have jurisdiction.
15.0 The Provision of Services Regulations 2009
15.1 Our professional indemnity insurer details can be found in our reception. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States or Canada.
16.0 LIMITATION OF LIABILITY
16.1 We have discussed with you the extent of our liability to you in respect of the professional services described within this engagement letter. Having considered both your circumstances and our own, we have reached a mutual agreement that £10,000 represents a fair maximum limit to our liability.
In reaching this agreement it is also agreed that:
• in the event of any claim arising in respect of the professional services, you have agreed that the sum of £10,000 represents the maximum total liability to you in respect of the firm, its directors and staff. This maximum total liability includes any claims in respect of breaches of contract, tort or otherwise in respect of the professional services and shall also include interest;
• we acknowledge that the limit in respect of our total aggregate liability will not apply to any acts, omissions or representations that are in any way criminal, dishonest or fraudulent on the part of the firm, its directors or employees; and
• you have agreed that you will not bring any claim of a kind that is included within the subject of the limit against any of our employees on a personal basis.
2 How the Products Contract is formed between you and us
2.1 When you place an order with us, you will receive the link to download your Products. We will send you an email to confirm that we have received your order.
3 Distance Selling Rights
3.1 As you will receive the templates in an email after purchasing the product there will be no opportunity to cancel the purchase.
4.1 Your order will be delivered to you in a link in an email.
5 Prices and Tax
5.1 The price shown for the Products on our site includes VAT.
5.2 We accept payment by many different means including credit card, debit card, cheque or by bank transfer. We do not accept liability for any charges you incur from your bank for bank transfer services.
6 Bespoke Services
6.1 Standard Terms & Conditions do not apply to contracts created for bespoke services; these contracts do not constitute standard sales of goods contracts.
6.2 Once the payment has been received for an order, a contract is created with Key Business Consultants LLP and the customer accepts the Terms & Conditions of sale.
6.3 For all bespoke services it is the responsibility of the customer to provide us with the relevant financial information for the forecasts
6.4 The customer must make sure that the information provided are correct for their required use. Key Business Consultants LLP cannot be held liable if these are subsequently found to be incorrect.
6.5 The statutory right of cancellation does not apply to orders which are made to measure or in any way cut or altered to the customer`s requirements. No work will be undertaken until payment is received in full in advance.
6.6 Bespoke orders are limited to the financial statements suggested in the purchased product and are limited to 10 hours of work.
7.1 Subject to clause 7.3, if we fail to comply with these terms and conditions, we shall only be liable to you for the purchase price of your Products and, subject to clause 7.2, any losses that you suffer as a result of our failure to comply (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) which are a foreseeable consequence of such failure.
7.2 Subject to clause 7.3, we will not be liable for losses that result from our failure to comply with these terms and conditions that fall into the following categories:
However, this clause 7.2 will not prevent claims for any other claims for direct loss that are not excluded by categories 7.2.1 to 7.2.4 inclusive of this clause 7.2.
7.2.1 loss of income or revenue;
7.2.2 loss of business;
7.2.3 loss of profits; or
7.2.4 loss of anticipated savings.
7.3 Nothing in this agreement excludes or limits our liability for:
7.3.1 death or personal injury caused by our negligence;
7.3.2 fraud or fraudulent misrepresentation;
7.3.3 any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
7.3.4 defective products under the Consumer Protection Act 1987; or
7.3.5 any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.
8 Warranty Information
8.1 We warrant that the Products you purchase from us will, in all material respects, comply with their description, be of satisfactory quality, and be reasonably fit for all purposes for which products of that kind are commonly supplied.
9 Written Communications
Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic and that we will contact you by e-mail. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
All notices given by you to us must be given to Key Business Consultants LLP at 5, Drakes Courtyard, 291 Kilburn High Rd, London NW6 7JR or firstname.lastname@example.org. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 8 above. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
11 Transfer of Rights and Obligations
11.1 The Contract between you and us is binding on you and us and on our respective successors and assignees.
11.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
11.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
12 Events outside our Control
12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).
12.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
12.2.1 strikes, lock-outs or other industrial action;
12.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
12.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
12.2.4 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
12.2.5 impossibility of the use of public or private telecommunications networks;
12.2.6 the acts, decrees, legislation, regulations or restrictions of any government; and
12.2.7 pandemic or epidemic.
12.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
13.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.
13.2 A waiver by us of any default will not constitute a waiver of any subsequent default.
13.3 No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 9 above.
If any court or competent authority decides that any of the provisions of these terms and Conditions or any provisions of a Contract are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
15 Entire Agreement
15.1 These terms and conditions and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any Contract.
15.2 We each acknowledge that, in entering into a Contract, neither of us relies any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions or the documents referred to in them.
15.3 Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract.
16 Our right to vary these Terms and Conditions
16.1 We have the right to revise and amend these terms and conditions from time to time.
16.2 You will be subject to the policies and terms and conditions in force at the time that you order Products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders subsequently placed by you).
17 Law and Jurisdiction
Contracts for the purchase of Products through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.
18 Third Party Rights
A person who is not party to these terms and conditions or a Contract shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.