Our Standard Client Contract
We don’t believe in tieing you in to long contracts. There is a minimum 12 month term but after that only a 1 month notice period.
We have drawn up our engagement contract to be balanced and fair to ourselves and more importantly our customers.
Silver Package – Terms of Engagement
This Agreement (‘Agreement’) is a legal contract between the Customer as an individual or an entity (the ‘Customer’) and Simply Contract part of the Simply Accounts Group owned by Simply Accounts (UK) Limited (‘Simply Contract’) and will be effective when the Customer accepts this Agreement. The agreement sets out the services provided under your chosen option, the Silver Package.
‘Simply Contract’ means a company registered in England and Wales (Registration Number: 08513853) whose registered office is 516 Great West Road, Osterley, Middlesex, TW5 0TQ.
‘Data’ means any data inputted by the Customer into the Software.
‘Customer’ means you, as an individual or an entity and includes your employees, consultants, representatives, agents and any other user that you grant access to the Software.
‘Software’ means the software, images, written material, databases, or other material available via the website, which may be changed from time to time.
‘Monthly Fee’ means the fee payable by the Customer to Simply Contract as detailed on the Website from time to time.
“Website” means the internet site at the domain www.simplycontract.co.uk
We are responsible for providing the monthly accounting service; you have selected the ‘Silver Package’ which includes the following:
1. Effective Date
1.1 This Agreement shall commence when the Customer accepts the Terms and Conditions of this Agreement (the ‘Effective Date’).
2. Corporation Tax
2.1 Completion of CT600 and tax computations based upon annual financial statements.
2.2 Submission of financial statements and CT600 to HMRC.
2.3 Correspondence on agreement of liabilities and agreement of liability.
2.4 Where specialist advice is required on occasions we may need to seek this from or refer you to appropriate specialists.
3. Annual Accounts
3.1 Preparation, based on accounting information, of the company’s financial statements (abbreviated and ‘full’ accounts) in accordance with regulations and professional standards in force.
3.2 Submission to the directors for approval and filing.
3.3 Calculation of the profits available for distribution as dividends.
3.4 Calculation of IR35 deemed salaries where appropriate.
4. Accounting Software
4.1 Our fees include the cost of a license for Xero Accounting Software or alternative similarly priced software that may better suit the needs of the Customer.
5.1 Monthly payroll calculation and payslip (if requested) for the principal working director upon receipt of the monthly submission.
5.2 Calculate and advise the amounts of PAYE & NIC due on a quarterly (monthly if HMRC require it) basis.
5.3 Completion and submission of annual return form P35 together with forms P14 and P60 for the principal director.
5.4 The end of year payroll returns must be received by HMRC by 19th May following the end of the tax year otherwise penalties will be levied. There may also be interest payable if the final tax and National Insurance payment, due by 22nd April following the end of the tax year, is late.
5.5 Form P11D and Form P11D(b) for the principal director – we will prepare forms P11D for your approval. To ensure these forms are correctly prepared we will require details of all benefits, perks or reimbursed expenses received by the directors.
5.6 Unless we have all the relevant information within seven working days of the end of the tax year (note – not the company year-end) we cannot guarantee to have the annual returns, P11d’s etc. completed in time to meet this deadline.
5.7 We will prepare the PAYE & P11d returns as required by the authorities concerned. However, it should be understood that our appointment as your agent does not absolve the company or its directors from their statutory responsibilities.
5.8 We would draw your attention to the strict rules and time limits for the submission of such returns and the substantial penalties which may arise if these are not observed. It is therefore essential that we receive full information from you promptly to enable us to ensure that the returns are made on a timely basis.
5.9 General PAYE, NI and salary advice pertaining to the principal director, dealing with routine correspondence on PAYE matters with HMRC.
5.10 In order for us to prepare your payroll and year end returns we will require the following information from you:
Personal details of all employees (i.e., name, NI number, home address, etc.), all P45′s and P46′s received by you, notification of any employee who becomes pregnant (this will enable us to operate statutory maternity pay), notification of employees engaged by you or leaving your employment and any notice of coding received by you.
6.1 Completion of quarterly VAT Returns, submitting that return to HMRC.
6.2 If EC Sales Lists need to be completed you are responsible for obtaining all of your customers’ VAT registration numbers in other member states and to check with HMRC any that you are not completely satisfied with.
7. Companies House
7.1 Filing annual financial statements.
7.2 Annual Returns form AR01.
7.3 Basic board Minutes and resolutions.
7.4 Notifications of changes in circumstances concerning the officers and the company.
8 Other Services
8.1 Bookkeeping service and processing of accounting information submitted (if requested and additional fee of £50 per month agreed)
8.2 References for mortgages, tenancy or finance arrangements.
8.3 Notifications of change of address concerning the officers and the company to HMRC.
8.4 Compliance visits from HMRC at our premises.
8.5 Second (none fee earner) employees wages and PAYE and other statutory calculations of payments or deductions.
8.6 Dealing with interest, surcharges and penalties and advising on appropriate action and payment where necessary. We are not responsible for any interest, surcharges or penalties.
8.7 Unlimited telephone & email advice, during normal office hours, concerning issues related to the service.
8.8 Registered office address if requested (at additional fee of £25 per month)
9 Self Assessment Tax Return
9.1 We will assist with the completion of one Self Assessment Tax Return and the preparation of any documents that may be required to accompany the Return; assistance with the calculation of your personal tax liabilities under self-assessment and on all matters relating to those liabilities including the due dates for payment.
9.2 We will prepare one standard personal tax return; provided the tax return and a completed tax questionnaire is received by us no later than 30th September after the tax year has ended. If your personal tax affairs require the completion of additional supplementary tax return pages these will be chargeable in accordance with the prevailing rates and you will be advised on any additional charges in advance of completing the tax return.
9.3 It is your responsibility to collate and provide complete and accurate information and to supply this to us, together with all appropriate explanations, no later than 30th September after the end the tax year to which the return relates.
9.4 We will forward your tax return form for you to sign and return to us, we will then submit it to HMRC.
9.5 We will advise you as to amounts of tax to be paid and the dates by which you should make the payments, including payments on account and the balancing payment.
9.6 We will deal with HMRC regarding any amendments required to your return and prepare any amended returns which may be required.
9.7 HMRC has powers to charge both interest and penalties if there is a delay in submitting a tax return. Such charges are automatic if the tax return is submitted after 31st January following the end of the tax year, or if any payments are made after the respective due dates.
9.8 HMRC audits a number of tax returns each year, many of these audits are the result of a random selection. Assistance in respect of such an audit beyond the answering of straightforward queries regarding entries on the tax return is additional work and will result in separate charges. We will keep you fully informed before undertaking any extra work in respect of such an audit.
10. Excluded items
10.1 For the avoidance of doubt the services listed below are excluded from the Silver Package.
10.2 Management Accounts
10.3 Business activities separate or additional to freelance contract work through the business.
10.4 Company closure process
10.5 Dealing with HMRC enquiries regarding periods and work when we did not act for you.
11. Responsibilities of the Director(s)
11.1 As director of the company, under s386 of the Companies Act 2006 you are responsible for ensuring that the company maintains proper accounting records and for preparing accounts set out in s477 of the Act, and for determining whether, in respect of the period, the exemption is not available for any of the reasons set out in s478.
11.2 You will keep records of sales invoices, purchase invoices, receipts and payments, together with any other documents relating to the company’s transactions and activities.
11.3 You are responsible for the completeness, accuracy and timely submission of accounting information and the provision of proper explanations to us. Accounting information and explanations relating to a calendar month should be submitted to us within 14 days of the end of the month. We shall, from time to time, request further information, or more detailed explanations concerning the information provided or considered inaccurate or incomplete and it is your responsibility to respond promptly and completely to those requests.
11.4 We are under no obligation to specifically identify missing or incomplete information or explanations. Information shall comprise data entered onto the online accounting system, bank statements and other documents relating to company transactions supplied to Simply Contract.
11.5 The information provided to us will form the basis of all annual and other financial statements, all submissions, calculations, returns and financial advice, including calculations of VAT, PAYE, Corporation and other taxes. We do not audit the information provided and you remain wholly responsible that transactions are valid, acceptable and properly supported by documentation. We will provide such guidance as is specifically requested in this respect.
11.6 Ultimately the legal responsibility for any statement or return rests solely with you as the officer or representative of the business and the business; and you are responsible for the approval of the return, its submission to the appropriate authorities and the payment of all tax liabilities, penalties, interest or surcharges that may arise from its submission.
11.7 We shall interpret the application of tax legislation and assess the probable outcome in your specific circumstances based upon our reasonable professional skill and expertise and the information and explanations supplied by you. Ultimately, you, as the officer or representative of the business will be responsible for the outcome concerning the application of any legislation.
11.8 Although we will monitor the situation you are ultimately responsible for monitoring your monthly turnover to establish whether you are liable to register for VAT. If you do not understand what you need to do, please ask us.
11.9 You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC in time to enable us to deal with them as may be necessary within the statutory time limits.
12.1 The monthly fee for the Silver Package shall be £99 per month plus VAT chargeable for the month this service commences and thereafter monthly until further notice, and thereafter at a rate agreed from time to time by the issue of a fee letter which shall include confirmation of the payment terms and is, unless specifically agreed otherwise, exclusive of any amounts receivable from third parties as commission or similar.
12.2 By subscribing to the Software, the Customer authorises Simply Contract to collect the Monthly Fee by Direct Debit on a monthly basis. The first Monthly Fee payment shall be made on or after the Effective Date and each subsequent payment shall be made on the first day of each subsequent month and continually until terminated in accordance with these terms.
12.3 Where, in the reasonable opinion of Simply Contract, a material variation in legislation is introduced or becomes effective during a period during which terms of engagement exist and results in a significant increase in procedures required to properly fulfil our obligations the rate may be amended by the giving of at least 3 months written notice to you.
12.4 All fees are subject to you meeting your obligations to us in full. Your obligations are set out in the section 10, in the event of any uncertainty you may seek further clarification of your obligations at any time. We reserve the right to amend the fee if, in our reasonable opinion, you fail to fulfil those obligations.
12.5 Value Added Tax shall be applied on the basis of the rate prevailing at the earlier of the date of payment or the invoice date.
12.6 Monthly fees are invoiced as a continuing annual service for calendar months and are payable on the first working day of the month in advance.
13. Late Payment of Fees
13.1 Simply Contract reserves the right, at its sole discretion, to charge interest at 5% on all amounts outstanding. Whilst any amounts are outstanding, Simply Contract reserves the right, at its sole discretion, to suspend the provision of all services, including services provided that are covered by separate terms of engagement.
13.2 Where services are suspended all obligations attached to Simply Contract under all terms of engagement are also suspended and no liability is accepted for consequential losses, late filing penalties, interest or other charges.
13.3 In addition to other effective indemnities, this late payment indemnity shall continue for a period of three months following the date of the resumption of services where any liability arises subsequently but in the reasonable opinion of Simply Contract is due in whole or in part, as a consequence of the suspension.
13.4 In the event of non-payment of our fees for services rendered, we may exercise a particular right of lien over the books and records in our possession and withhold the documents until such time as payment of our fees is received in full.
14. Money Laundering Regulations 2007
14.1 In accordance with the Proceeds of Crime Act 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).
14.2 You also 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.
15. Customer Service
15.1 We are committed to providing a high standard of customer service. If you have any ideas as to how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know. In the event that you have a complaint, we will look into this carefully and promptly and do all we can to explain the position to you or address your concerns.
16. Complaints Procedure
16.1 Should you find that you must raise a complaint you should in the first instance raise the matter with your principle contact or Account Manager. If your complaint is not then dealt with to your complete satisfaction you should then contact the Managing Director of Simply Contract, who will undertake a full impartial review of the facts on your behalf.
17. Electronic Communications
17.1 As internet communications are capable of data corruption we do not accept any responsibility for changes made to such communications after their despatch. For this reason it may be inappropriate to rely on advice contained in an email without seeking written confirmation of it.
17.2 All risks connected with sending commercially sensitive data relating to you or your business are borne by you and are not our responsibility. If you do not accept this risk you should notify us in writing that email is not an acceptable means of communication.
17.3 Email will be used extensively to communicate with you. As with any other means of delivery this carries with it the risk of inadvertent misdirection or non delivery. It is the sole responsibility of the recipient to carry out a virus check on any attachments received.
17.4 From time to time we may make available the means to submit data electronically which may include spreadsheets, electronic forms and on line web services. The provision of such electronic and on line services is wholly upon our discretion and we make no representations as to the security or reliability of such services.
18. Retention of Records
18.1 During the course of our work we may collect information from you and others acting on your behalf and will return any original documents to you upon request.
18.2 You should retain all such records until they are at least six years old. Though certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than six years old, other than documents that we consider are of continuing significance to ourselves or other third parties.
18.3 We may choose wherever possible to hold documents in electronic format and in such cases we may destroy original papers that we may hold earlier than six years.
19. Limitation of Liability
19.1 The advice which we give to you are for your sole use and do not constitute advice to any other third party.
19.2 We will provide professional services with reasonable care and skill. However, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities arising from the supply by you, or others, of incorrect or incomplete information, or from the failure by you, or others, to supply any appropriate information or your failure to act upon our advice or respond promptly to communications from us or the tax authorities.
19.3 No liability is accepted in respect of consequential losses arising from events that either party may have reasonably contemplated as likely to arise, from time to time, prior to the inception of these terms or their replacement.
19.4 The opinion we reach may vary from other opinions based upon the same information or conducted at a different time. For this reason our assessment and opinion is not subject to any form of warranty, guarantee or indemnity that the risk assessed by us will not be challenged by HMRC or that any subsequent tribunal or other hearing may find that your status is different from that assessed by us.
19.5 You agree that our assessment is only a guide and that the ultimate responsibility for the tax liabilities, interest and penalties and all other consequential costs remains solely yours.
19.6 In all instances our report shall be subject to our standard disclaimer and our opinion suitably qualified in this respect.
19.7 Simply Contract gives no warranty about the Software or the Website, and does not warrant that the Software or the Website will be error-free, timely, reliable, entirely secure, virus-free, and available or that it will be suitable for the Customer’s purposes or requirements to the maximum extent permitted by law.
19.8 To the maximum extent permitted by law, Simply Contract excludes all liability and responsibility to the Customer whether arising from negligence, breach of contract or otherwise for any incidental, special, indirect, exemplary, consequential or any other damages relating to the use of or inability to use or reliance on the Software or the Website.
19.9 Simply Contract does not make any guarantees that there will be no loss of Data, and this Agreement expressly excludes any liability for any loss of Data no matter how caused.
19.10 Where Simply Contract is not legally entitled to exclude its liability, Simply Contract’ total liability for any loss or damage relating to the Customer’s use of or inability to use the Software or the Website shall not exceed an amount equal to the Monthly Fees which the Customer has paid to Simply Contract in the previous month.
20.1 The Customer agrees to fully indemnify and hold Simply Contract harmless against all claims, costs, damage and loss arising from the Customer’s breach of any of these Terms and Conditions or any obligation the Customer may have to Simply Contract, including (but not limited to) any costs relating to the recovery of any Monthly Fees that have not been paid by the Customer and third party claims arising from infringement of intellectual or other third party rights arising from material posted by the Customer on the Website.
21. Rights of Third Parties
21.1 Any person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This does not affect any right or remedy of any person that exists or is available otherwise than pursuant to that Act.
22. Data Protection
22.1 To enable us to discharge the services agreed 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. You have a right of access, under the data protection legislation, to the personal data we hold about you.
22.2 In agreeing these Terms of Engagement you hereby authorise Simply Contract to disclose to any third parties such personal data as appropriate but only in the proper performance of the services and other matters referred within these terms of engagement.
23.1 ‘Confidential Information’ includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including, without limitation, the Software but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party. Unless the relevant party has the prior written consent of the other or unless required to do so by law, each party will preserve the confidentiality of all confidential information of the other obtained in connection with this Agreement. Neither party will, without the prior written consent of the other, disclose or make any confidential information available to any person, or use the same for its own benefit, other than as contemplated by this Agreement.
23.2 The provisions of this clause shall survive termination of this Agreement.
24.1 There is a minimum commitment period of 12 months. The Customer can cancel the Service at any time after the first 12 months for any reason by giving 30 days written notice, which shall be effective from the date received by Simply Contract (the termination date). After the Service is cancelled no further payments will be taken by Simply Contract and this Agreement will be automatically terminated.
24.2 All our obligations to provide any service, whether past, current or future will terminate on that termination date irrespective of any payments received. Other than your responsibility for the payment of fees deemed by these terms as having fallen due for payment prior to the termination date, your responsibilities and obligations will also cease entirely. No termination fees are payable.
24.3 If the Customer fails to abide by the Terms and Conditions of this Agreement, or if the Monthly Fees are not paid on time, Simply Contract reserves the right to terminate this Agreement. Simply Contract also reserves the right to permanently terminate this Agreement without cause by giving one months notice to the Customer at any time.
24.4 Upon termination of this Agreement, all parties’ obligations, whether past, current or future, shall immediately cease on termination, whether with or without cause and howsoever arising, Simply Contract will immediately suspend and/or permanently terminate the Customer’s use of and access to the Software and the Website.
24.5 Under no circumstances will Simply Contract make any full or partial refunds of any Monthly Fees already paid by the Customer.
24.6 No act, intentional or otherwise, on our part arising after the termination date in respect of the service terminated shall affect the cessation of our obligations.
24.7 Simply Contract may permanently delete the Customer’s Data 90 days after this Agreement has been terminated or upon Simply Contract’ receipt of the Customer’s written request.
25.1 No waiver will be implied from conduct or failure to enforce rights, and no waiver will be effective unless in writing signed on behalf of the party against whom the waiver is asserted. If any part of this Agreement is found invalid or unenforceable, that part will be enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force.
26.1 If any part or provision of the Terms and Conditions of this Agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
27.1 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 these terms and any matter arising from them. Each party irrevocably waives any right it may have to object to any action being brought in an appropriate form, or to claim that those courts do not have jurisdiction.
27.2 All work performed is conducted using the current legislation according to the accounting or fiscal period. We cannot be held responsible for future developments or changes in legislation.
28. Reliance on advice
28.1 We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.
29. Entire Agreement
30.1 We agree the terms of engagement, and acknowledge and confirm that we understand and agree as fair the terms in relation to the limitation of liability and the retention of third party receipts and, in this respect this agreement shall be effective as if existed at the commencement of the first engagement.
30.2 By selecting the “I have read and accept the Terms of Engagement” option upon Registration, the Customer agrees to be bound by all of the above listed clauses.
SIGNED by the Customer:
Full Name of Individual(In Block Capitals)
Full Name of Company(In Block Capitals)
Position in Company(In Block Capitals)
SIGNED on behalf of Simply Contract:
Full Name of Individual(In Block Capitals)
Position in Company(In Block Capitals)