1. Introduction
1.1 These terms and conditions (“Conditions”) set out the general terms under which we supply the Services to you. References to in these Conditions “we”, “us” or “WWC” are references to Women Who Count Limited, a company registered in England and Wales with company number: 06909516. References in these Conditions to “you” or “your” are references to the company, firm or person specified in the Engagement Letter to which we are supplying the Services.
1.2 These Conditions should be read in conjunction with the Letter of Engagement (“Engagement Letter”), which details the specific conditions, responsibilities and scope of work relating to particular assignments that we will undertake for you (“Services”). In the event of any conflict between these Conditions and the Engagement Letter, the relevant provision in the Engagement Letter will prevail.
1.3 These Conditions and the Engagement Letter together form the contract between us (“Contract”).
1.4 In particular, we draw your attention to clause 18 of these Conditions that deals with limitation of WWC’s liability in connections with the Services and this Contract.
2. The Services and Obligations
2.1 We will supply the Services to you and comply with our obligations in the Engagement Letter and this Contract in all material respects.
2.2 We use reasonable endeavours to meet any performance dates for delivery of the Services, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
2.3 You agree to:
(a) co-operate with us in all matters relating to the Services;
(b) provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(c) maintain all necessary licences, permissions and consents which may be required for the Services;
(d) comply with you obligations specified in the Letter of Engagement;
(e) ensure that licences for all software that we confirm to you are required to be maintained by you to enable the Services to be supplied to you are maintained and ensure that access to such software, passwords and records is granted to us.
2.4 We shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from your failure or delay to perform any of our obligations as set out in this clause 2.
3. Authorisation, Registration and Ethics
3.1 We are registered with the Institute of Accountants and Bookkeepers (“IAB”) as certified bookkeepers. We can be found on the register of members at https://www.iab.org.uk/find-a-professional/.
3.2 We are bound by the ethical guidelines of the IAB and accept instructions to act for you on the basis that we will act in accordance with those ethical guidelines. A copy of these guidelines can be viewed at our offices on request or can be viewed at www.iab.org.uk.
4. Bribery Act 2010
4.1 In accordance with the requirements of the Bribery Act 2010, we have policies and procedures in place to prevent bribery and corruption. We both agree to comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 and will promptly report to the other any request or demand for any undue financial or other advantage of any kind received by that party in connection with the performance of the Contract.
5. Client Monies
5.1 We may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from WWC’s funds. The account will be operated, and all funds dealt with, in accordance with the rule of our professional body.
5.2 Fees paid by you in advance for professional work to be performed by WWC and clearly identifiable as such shall not be regarded as clients’ monies.
6. Communication
6.1 Unless you instruct us otherwise, we will communicate with you and with third parties via email or by other electronic means. The recipient of our communications is responsible for virus checking emails and any attachments.
6.2 With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices.
6.3 However, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after despatch, nor can we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material. These are risks you must bear in return for greater efficiency and lower costs.
7. Confidentiality
7.1 Communication between us is confidential and we shall take all reasonable steps to keep confidential your information except where we are required to disclose it in performance of the Services, by law, by regulatory bodies, by our insurers or as part of an external peer review.
7.2 We may, on occasions, subcontract work forming part of the Services to other tax or accounting professionals, both in the UK and in other jurisdictions. This will entail sharing your information with such third parties who need to know such information. When we do this, the subcontractors will be bound by our confidentiality terms.
7.3 We reserve the right, for the purpose of promotional activity, training or for other business purposes, to mention that you are a client of WWC. As stated above, we will not disclose any confidential information.
8. Conflicts of Interest
8.1 We will inform you if we become aware of any conflict of interest in our relationship with you and another client of WWC. Where conflicts are identified which cannot be managed in a way that protects your interests, then we may be unable to provide further Services to you and will terminate the Contract.
8.2 If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. Where possible this will be done on the basis of your informed consent.
9. Reliance and Third Parties
9.1 The advice and information we provide to you as part of the Services is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the Engagement letter that a specified third party may rely on our Services. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them.
9.2 Any advice we give you will be supplied on the basis that it is for your benefit only and shall not be disclosed to any third party in whole or part without our prior written consent. It may not be used or relied upon for any other purpose or by any other person other than you without our prior written consent. If our advice is disclosed to any third party (with or without our consent), then we accept no responsibility or liability to that third party should they rely on the advice.
9.3 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
10. Data Protection
10.1 For the purposes of this clause 10:
“Applicable Data Protection Laws” means to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data and to the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which WWC is subject, which relates to the protection of personal data.
“EU GDPR” means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018, and
the terms “controller”, “processor”, “data subject”, “personal data”, “personal data breach” and “processing” shall have the meaning given to them in the UK GDPR.
10.2 Both you and WWC will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 10 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.
10.3 We have determined that for the purposes of Applicable Data Protection Laws:
(a) WWC shall process the personal data as set out in clause 10.5 as processor on behalf of you; and
(b) WWC shall act as a controller of the personal data set out in clause 10.5(c).
10.4 You will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to WWC and lawful collection of the same by WWC for the duration and purposes of the Contract.
10.5 In relation to the personal data, this clause and out privacy policy on our website sets out the scope, nature and purpose of processing by WWC, the duration of the processing and the types of personal data and categories of data subject:
(a) Scope, purpose and nature of processing: The context and purpose for the processing of the personal data is the performance of the Services.
(b) Duration of the processing: the duration of the Contract and for such periods of retention as specified in our privacy policy on our website.
(c)Types of personal data; name, date of birth, address, email address, telephone number(s), National Insurance Number, Tax Identification Number, bank details.
(d) Categories of data subject: employees, consultants and contractors, suppliers confirm any other data subjects.
10.6 You provide your general authorisation for WWC to:
(a) appoint processors to process the personal data, provided that we:
(i) shall ensure that the terms on which we appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on WWC in this clause 10;
(ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of WWC; and
(iii) shall inform you of any intended changes concerning the addition or replacement of the processors, thereby giving you the opportunity to object to such changes.
(b) transfer the personal data outside of the UK as required for the purpose, provided that WWC shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, you agree to promptly comply with any reasonable request of WWC, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
10.7 Either party may, at any time on not less than 30 days’ notice, revise this clause 10 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
11. Disengagement
11.1 Should we resign or be requested to resign our engagement and terminate the Contract, a disengagement letter will be issued to ensure that our respective responsibilities are clear.
11.2 Should we have no contact with you for a period of 3 months or more we may issue a disengagement letter and terminate the Contract.
12. Fees
12.1 The fees for the Services shall be as calculated and specified in the Engagement Letter.
12.2 All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by WWC to you, you shall pay such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
12.3 In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by HMRC. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. You will need to advise us of any such insurance cover that you have. You will remain liable for payment of our fees, regardless of whether all or part are liable to be paid by your insurers.
12.4 We will invoice for the Services in accordance with the Engagement Letter. Where no invoicing frequency is stated in the Engagement Letter, WWC shall invoice for its fees on monthly basis on or around the last day of each calendar month. WWC’s invoices are due for payment on the due date as shown on the invoice, or where no such date is specified, within 7 days of date of the applicable invoice.
12.5 Any disbursements we incur on your behalf and expenses incurred in the course of carrying out the Services for you will be added to our invoices where appropriate. Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees. You agree to pay such expenses, disbursements and fees.
12.6 It is our normal practice to ask you to pay our fees by direct debit.
12.7 If you fail to make a payment due to us under the Contract by the due date, then, without limiting WWC’s remedies, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
12.8 We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any of fees is not paid by you by its due date. If you do not accept that an invoiced fee is fair and reasonable you must notify us within 21 days of receipt of the invoice, failing which you will be deemed to have accepted that payment is due.
12.9 All amounts due under the Contract shall be paid by you in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
13. Intellectual Property
13.1 We will retain all intellectual property rights (including without limitation copyright) in any documents and materials (“Materials”) prepared by us during the course of carrying out the Services.
13.2 We grant to you, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Materials for the purpose of receiving and using the Services.
13.3 In relation to material supplied to us by you (“Client Materials”), you shall retain ownership of all intellectual property rights in the Client Materials and you grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any Client Materials for the term of the Contract for the purpose of providing the Services to you.
14. Severance
14.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
15. Investment Business
15.1 Investment business is regulated under the Financial Services and Markets Act 2000.
15.2 If, during the provision of the Services to you, you need advice on investments, including insurances, we may have to refer you to a third party who is authorised by the Financial Conduct Authority or licensed by a Designated Professional Body, as we are not authorised and do not advise on such matters.
16. Commissions or Other Benefits
16.1 In some circumstances, commissions or other benefits may become payable to us in respect of transactions that WWC arrange for you. Where this happens, we will notify you in writing of the amount and terms of payment. The same will apply where the payment is made to, or transactions are arranged by, a person or business connected with us.
17. Lien
17.1 Insofar as permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.
18. Limitation of Liability
18.1 WWC has obtained insurance cover in respect of its own legal liability for claims under the Contract. The limits and exclusions in this clause reflect the insurance cover the WWC has been able to arrange, and you are responsible for making your own arrangements for the insurance of any excess loss.
18.2 This clause 18 sets out the entire financial liability of WWC (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to you in respect of:
(a) any breach of this Contract;
(b) any use made by you of the Services, the Materials or any part of them; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
18.3 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Contract.
18.4 Nothing in this agreement limits or excludes the liability of WWC:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by WWC.
18.5 Subject to clause 18.3 and clause 18.4:
(a) WWC shall not be liable for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill and/or similar losses; or
(iv) loss of contract; or
(v) loss of corruption of data or information; or
(vi) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
(b) WWC’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall be limited to:
(i) a sum equal to the charges paid for the Services by you to WWC under the Contract (excluding expenses), where this Contract is for a duration of less than 12 months; or
(ii) in respect of all claims (connected or unconnected) in each consecutive 12-month period from the start of the Contract where this Contract is for a duration of 12 months or more, a sum equal to the total charges (excluding expenses) paid for the Services by you to WWC in that 12-month period.
18.6 We will not be liable for losses, penalties, surcharges, interest or additional tax liabilities are due to the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are due to a failure to act on our advice or a failure to provide us with relevant information.
18.7 We will not be liable to you for any delay or failure to perform our obligations under this engagement letter if the delay or failure is caused by circumstances outside our reasonable control.
18.8 We will not be responsible or liable for any loss, damage or expense incurred or sustained by you if information is withheld or concealed from us, or wrongly represented to us, or due to fraudulent acts, misrepresentation or wilful default on the part of any of your directors, officers, employees, agents or advisers.
18.9 You agree that you will not bring any claim of a kind that is included within the subject of the limit against any of our principals or employees, on a personal basis.
19. Indemnity for Unauthorised Disclosure
19.1 You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.
20. Money Laundering Regulations
20.1 In accordance with the Proceeds of Crime Act and Money Laundering Regulations, 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”).
20.2 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.
20.3 As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases. Copies of such records will be maintained by us for a up to five years after we cease to act for you.
21. Period of Engagement and Termination
21.1 We will supply the Services from the date specified in the Engagement Letter. Except as agreed otherwise in writing, we will not be responsible for periods before that date.
21.2 Each of us may terminate this agreement by giving not less than 30 days’ notice in writing to the other party.
21.3 Where you fail to cooperate with us, or we have reason to believe that you have provided us or HMRC with misleading information, or you fail to pay our fees on their due date, we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
21.4 In the event of termination of this contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately. In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.
22. Provision of Services Regulations 2009
22.1 In accordance with our professional body rules we are required to hold professional indemnity insurance. Details about the insurer and coverage can be found at www.womenwhocount.co.uk or at our offices.
23. Quality of Service
23.1 We aim to provide a high quality of service at all times. If you would like to discuss with us how our service could be improved or if you are dissatisfied with the service that you are receiving please let us know by contacting [email protected] or your main contact as specified in the Engagement Letter.
23.2 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 take up the matter with the IAB.
24. Reliance on Advice
24.1 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.
25. Retention of Records
25.1 You have a legal responsibility to retain documents and records relevant to your finance and tax affairs. During the course of our work, we may collect information from you and others relevant to your affairs. We do are not responsible for retaining copies of your records relating to your finances and tax affairs or for procuring copies of the same are available from any third party software provider, both during and after the termination of the Contract.
25.2 Whilst certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise. You must inform us in writing if you require the return or retention of any specific documents. We will confirm in writing if we are able to do so.
26. Applicable Law and Jurisdiction
26.1 The Contract, and any dispute or claim (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
26.2 Each party agrees that the courts of the England will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
The Conditions were last updated October 2023.
