Terms of business

These terms apply to all services provided by Geldarts Ltd (“Geldarts”, “we”). Together with the engagement letter we send you, they form the contract between us. If the engagement letter and these terms conflict, the engagement letter prevails. Please read both; by signing the engagement letter or by continuing to instruct us you accept them.

1. Definitions

“Client”, “you” means the person or business named in the engagement letter. “Services” means the work described in the engagement letter and any later variation agreed in writing. “Package” means the fixed-fee service tier chosen. “Records” means the books, documents and data we hold or produce in providing the Services. “Working day” means Monday to Friday excluding English bank holidays.

2. Our services and their limits

2.1 We provide bookkeeping, VAT return preparation and filing, Making Tax Digital for Income Tax record-keeping and quarterly updates, payroll and related compliance work as described in your engagement letter.

2.2 Unless the engagement letter says otherwise, we do not: prepare, approve or sign statutory year-end accounts; prepare Corporation Tax computations or returns; provide tax planning or advisory services; carry out audit or assurance work; provide legal, investment, pensions or insurance advice; or verify the underlying accuracy of information you supply. Where such work is needed we will say so and, if you wish, introduce a suitably qualified professional.

2.3 Our work is based on the information and explanations you provide. We are not responsible for detecting fraud, error or non-compliance unless the engagement letter expressly includes a detection procedure, though we will tell you if we notice something.

2.4 Where we prepare a return or submission, we will send it to you for approval before filing unless you have given standing written authority for us to file without individual approval. You remain legally responsible for the accuracy and timely submission of your returns and for payment of any tax.

3. Your responsibilities

3.1 To provide complete, accurate and timely information, including bank access or statements, sales and purchase records, receipts, payroll changes and anything else we reasonably request; to respond to our queries within 5 working days; to tell us promptly about changes in your business, registrations or circumstances; to keep your own copies of source documents; to authorise us with HMRC where required; and to pay tax and file anything outside our scope on time.

3.2 If information reaches us later than the timetable in your engagement letter (normally 10 working days before a filing deadline), we will still try to meet the deadline but cannot guarantee it and are not liable for penalties resulting from late information.

3.3 You confirm you are entitled to give us access to the data you share, including personal data of your employees, customers and suppliers.

4. Fees and payment

4.1 Fees are the fixed monthly amount for your Package, plus any add-ons, as stated in the engagement letter and on our published price list at the time of engagement.

4.2 Fees are invoiced monthly in advance and collected by Direct Debit on or after the invoice date. Other methods are by agreement. A one-off onboarding fee, quoted before we start, covers set-up and any catch-up work.

4.3 Package limits (transactions, employees, entities) are set out in the engagement letter. If you exceed a limit we will charge the published overage rate for that month and tell you. If you exceed it in three consecutive months we may move you to the next Package with one month's notice.

4.4 Work outside the Package is quoted in advance and charged as a fixed fee or, if agreed, at our hourly rate stated in the engagement letter.

4.5 We may increase fees once a year with at least one month's written notice. Fees are exclusive of VAT, which is added where applicable.

4.6 If an invoice is unpaid 14 days after the due date we may charge interest at 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998 and, after written warning, suspend work. We are not liable for consequences of suspension for non-payment. We may exercise a lien over Records for unpaid fees to the extent permitted by our professional obligations.

5. Anti-money-laundering and identity checks

5.1 We are required by law to verify the identity of clients and, for companies and partnerships, of their directors, partners and beneficial owners, before and during the engagement, and to understand the nature and purpose of the business relationship. We may use electronic verification services; this leaves a soft footprint that does not affect credit ratings.

5.2 We cannot begin work until checks are complete. We may decline or end an engagement if we cannot complete them.

5.3 We are legally obliged to report knowledge or suspicion of money laundering or terrorist financing to the National Crime Agency and are prohibited from telling you if we do. We have no liability to you for any loss caused by making such a report or by any delay it causes.

5.4 We keep identity records for five years after the end of our relationship.

6. Confidentiality

We keep your affairs confidential and use your information only to provide the Services, except where disclosure is required by law, regulation or our professional body; is needed to defend a claim; is to our insurers or legal advisers; or you consent. We may mention that you are a client in confidential dealings with our professional body, insurers or a prospective purchaser of the practice, all of whom are bound by confidentiality.

7. Data protection

7.1 Where we determine how personal data is processed (for example your own identity data), we are the controller and our privacy notice applies.

7.2 Where we process personal data of your employees, customers or suppliers on your instructions (for example running payroll), you are the controller and we are the processor. The following terms apply as the data processing agreement required by UK GDPR Article 28: we process only on your documented instructions; our staff and contractors are bound by confidentiality; we apply appropriate technical and organisational security; we engage sub-processors only under equivalent written terms and will tell you of changes so you may object; we assist you with data-subject requests, security and impact assessments; we delete or return the data at the end of the engagement subject to our legal retention duties; and we make available information needed to show compliance and allow audits on reasonable notice. Current sub-processors are listed in our privacy notice.

8. Records and documents

8.1 Source documents you provide remain yours. Working papers and our internal notes remain ours.

8.2 During the engagement you may request copies of your Records at any time. On termination we will provide your Records in a commonly usable electronic form within 30 days, subject to payment of outstanding fees where the law allows us to withhold.

8.3 We retain Records for six years after the end of the period they relate to, then destroy them, unless you ask for their return or a legal hold applies. You are responsible for keeping your own records for the statutory period.

9. Communication and electronic filing

We communicate by email and through our client portal. Email is not fully secure; by giving us an email address you accept that risk for routine correspondence. We will use secure channels for identity documents and other sensitive data. You agree that we may file returns and submissions electronically on your behalf where authorised, and that electronic approval from you (portal approval or email) has the same effect as a signature.

10. Quality, complaints and professional standards

We work to the standards of our professional body and supervisor and hold professional indemnity insurance. If you are unhappy with our work, our complaints procedure applies.

11. Liability

11.1 We will perform the Services with reasonable skill and care.

11.2 Our total liability to you for all claims arising from or connected with the Services in any twelve-month period, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of (a) three times the fees paid by you in that period and (b) the amount stated in the engagement letter.

11.3 We are not liable for indirect or consequential loss, loss of profit, business or goodwill; for loss caused by information or instructions you gave that were inaccurate, incomplete or late; for penalties or interest arising from your failure to pay tax or approve submissions in time; or for the acts of third parties including HMRC, banks and software providers.

11.4 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited.

11.5 Our advice and work are for you alone. No third party may rely on them and we accept no duty to anyone else unless we agree in writing.

11.6 You agree that any claim is brought against Geldarts Ltd only and not against any individual director, employee or contractor.

12. Term, suspension and termination

12.1 The engagement runs from the date in the engagement letter and continues month to month.

12.2 Either party may end it by giving one month's written notice.

12.3 Either party may end it immediately by written notice if the other commits a material breach not remedied within 14 days of notice, becomes insolvent, or if continuing would put us in breach of law or professional rules. We may also end it immediately if we are unable to complete anti-money-laundering checks or if you ask us to act unlawfully.

12.4 On termination you pay for work done to the termination date. Clauses 5, 6, 7, 8, 11 and 14 survive termination.

13. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including HMRC and bank system outages, provided it takes reasonable steps to mitigate.

14. General

14.1 These terms and the engagement letter are the whole agreement and replace prior discussions. Variations must be in writing. 14.2 If any provision is unenforceable the rest remains in force. 14.3 No third party has rights under the Contracts (Rights of Third Parties) Act 1999. 14.4 You may not assign this contract without our consent; we may assign it to a successor practice on notice. 14.5 Notices may be given by email to the addresses in the engagement letter. 14.6 A delay in enforcing a right is not a waiver. 14.7 These terms are governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction, without prejudice to any consumer's right to bring proceedings in their home jurisdiction.

15. Contact

Geldarts Ltd, ryan@geldarts.co.uk, 07517 777210.