T&Cs

General Terms and Conditions of Service

Definitions

“company” means Broome Affinity Ltd trading as The Cloud Accounting Co. Broome Affinity is a limited liability company registered under number SC344097 and having it’s registered office at Willow House, Newhouse Business Park, Newhouse Road, Grangemouth, FK3 8LL. Also referred to in this document as “TCAC”

“client” means the company or person receiving the services

“services”, “package” or “package of services” means the package of services the Company agrees to provide to the Client. 

the software” means the Xero accounting software

“the monthly fee” means the fee agreed to be paid by the Client for the package of services.

“the website” means the internet site located at www.cloudaccountingco.com.

"confidential information" includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

"data" means any data inputted by the Client or with the Client authority into the Xero system or provided to the Company by and and all other means.

These terms govern the agreement with the company and the client. The terms may be updated from time to time in the future. The client agrees to review these General Terms and Conditions of Service regularly and the continued access to or use of the package of services will mean that the company agrees to the changes. In addition, the client will be notified, either by email or on the website, of any significant changes to these General Terms and Conditions of Service.

The client’s responsibilities: 

In order for the Service to manage and reflect the true status of the client’s financial status, the client agrees to keep its Xero account up to date with all trading activities, including entering all invoices and expenses, recording withdrawals and payments.

It is wholly the client’s responsibility for the accuracy and completeness of the information entered into the Xero website and the company is wholly dependent upon this and any information or explanations received from the client, or other third parties. The company is under no obligation to specifically identify missing or incomplete information.

If the Client starts to use the Service midway through the current trading year the Client will be required to enter any trading activities already undertaken into the Xero account, or use the Company’s switching service.

The Company will start acting as the client’s accountant for the financial year in which the Company is engaged by the Client. Any previous year’s accounts must be completed and filed by the Client’s previous agents or arrangements can be made separately to have the Company undertake this.

The Service: 

The Company agrees to provide the Package of Services subscribed to by the Client as defined in the website at www.cloudaccountingco.com/pricing and specified in the Schedule Document. As part of the Service, the Company will carry out the following on behalf of the Client:

Xero software: 

Full access and unlimited to the Xero accounting software subject to Xero’s terms and conditions of use, available at http://www.xero.com/uk/about/terms.

Ltd company Year End Accounts:

Corporation Tax

VAT

NB: All VAT Returns are filed online and payment must be made electronically.

Companies House

Payroll: 

If the client requests the provision of the paid-for payroll services accountants from the company, they will prepare the payroll for each monthly or weekly payment period to meet UK employment tax requirements.

The client is legally responsible for ensuring the data in the RTI payroll submissions are correct and complete, making any submissions by the due date and making payment of tax and national insurance contributions (NIC) on time. Failure to do this may lead to automatic penalties, surcharges and/or interest from HMRC.

Employers cannot delegate this legal responsibility to others. The client agrees to check that submissions the company has prepared for them are correct and complete.

The client must provide to the company all information as is necessary to complete each payroll run not less than two working days before the payroll run is due to be completed.

The service includes:

In order for the company to comply with the Employer’s Guide to PAYE the client is required to provide all necessary employee information in a timely way and keep the company updated with on going amendments and changes. 

The client agrees:

If the information required to complete the payroll services set out above is received later than the dates specified above or otherwise agreed the company will still endeavour to process the payroll and returns to meet the agreed payroll date but will not be liable for any costs or other losses arising if the payroll is late or the RTI returns are filed late in these circumstances.

The will be responsible for completing the checks on a new employee’s eligibility to live and work in the UK in accordance with the Government’s Code of Practice “Preventing Illegal Working” and Section 8 of the Asylum and Immigration Act 1996.

Advice given by Accountants: 

The Company provides all accountancy advice for the client subscribed to the Package of Services.

Reliance on Advice: 

The company 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 the company provides oral advice, e.g. during the course of a telephone conversation, and the client wishes to be able to rely on that advice, the client must ask for the advice to be confirmed in writing.

Money Laundering: 

To help the company guard against financial crime it is obliged to comply with the Money Laundering Regulations 2007, the Proceeds of Crime Act 2002, and the Terrorism Act 2000. These require the company to carry out identity verification checks before allowing use of the Service. The compay may request and retain from you such information and documentation as is required for these purposes and/or make searches of appropriate databases and to report, in accordance with the relevant legislation and regulations. Carrying out an identity verification check will place a soft footprint on the client’s credit file but will not affect credit rating in any way.

If the company cannot adequately confirm the client (or the client’s officers’) identification in accordance with this legislation the company may refuse to offer the service

The company has a duty under section 330 of the Proceeds of Crime Act 2002 to report to the Serious Organised Crime Agency (SOCA) if it knows, or has reasonable cause to suspect, that the client or anyone connected with the client’s business are or have been involved in money laundering.  Failure on the company’s part to make a report where it has knowledge, or reasonable grounds for suspicion, would constitute a criminal offence.

The offence of money laundering is defined by Section 340(11) of the Proceeds of Crime Act and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit. This definition is very wide and would include such crimes as:-

Clearly this list is by no means exhaustive.

The company is obliged by law to report any instances of money laundering to SOCA without your knowledge or consent. In fact,  the company may commit the criminal offence of “tipping off” under Section 333 of the Proceeds of Crime Act if it were to inform you that a report had been made. In consequence, neither the Company’s principals nor staff may enter into any correspondence or discussions with the client regarding such matters.

Complaints: 

The company looks to provide the highest levels of customer service and the best accountancy advice at all times. The company deeply regrets any times where there is cause for complaint.

If the client is unhappy with the service, they should contact their Account Manager in the first instance. If the client is still not satisfied or would like to escalate the complaint please it should be put it in writing to alan@cloudaccountingco.com

Duration: 

The company will provide the package of services for a minimum duration of six months from the start date of the chargeable period. Thereafter the agreement will continue indefinitely until either party cancels in accordance with these terms and conditions.

Fees and Payment Terms: 

A subscription fee for use of the selected package of services is payable monthly, or annually in advance by the client. The subscription rates are posted on the website and these may be varied from time to time: please see the services page for the rates in force for the current month. Prices on the website are quoted in UK pounds Sterling and exclude VAT, which is also payable. The client will be notified of any changes to the current price plan. It is a requirement that all clients agree to have a direct monthly payment set up for payment of monthly subscription fees.

Non-payment: 

The company shall be under no obligation to provide the package of services if the subscription fee is not paid to the company on time. 

If subscription fees become overdue the company reserves the right to suspend your access to the package of services until the balance is paid and the company may disengage as the client’s accountant and/or tax agent should outstanding fees remain so for longer than three months.

Suspension or termination: 

If the client fails to abide by these Terms of Service, if the company has reason to believe that the client have provided the company or HM Revenue & Customs with misleading information, in the event of the client’s insolvency, bankruptcy or other arrangement being reached with creditors, or trading standards, if payment of the subscription fees is not paid on time, or if the company is unable to contact the client, the company reserves the right to suspend or terminate this agreement.

If access to the package of service is terminated or withdrawn no refund will be payable. One month’s notice will be given prior to the suspension of an account after which time if any issue has not been resolved within the following month the company will take action to disengage as the client’s accountant and taxation agent.

Cancellation: 

During the first six months of the agreement, the client can cancel the agreement at any time, by writing to us at info@cloudaccountingco.com and thereafter paying the balance of the first six month’s fees.

After the first six months, the client can cancel the agreement at ay time by writing to  info@cloudaccountingco.com and giving one month’s notice of the intention to cancel.

No further subscription fees will be billed after one month and no refund will be made of any subscription fees already billed and paid.

Following the cancellation of the agreement, the company will have no further responsibility in relation to the preparation or filing of the client’s accounts, RTI filings, or any other return. The client’s director you will have continued responsibilities and are solely responsible for identifying another service or accountant.

Financial Services: 

The company is not regulated by the Financial Services Authority to conduct financial reviews, or offer investment advice, so in agreeing to these terms  the client consents to the company referring these activities to SWC Independent Limited, or other such regulated and authorised Independent Financial Advisers.

Acting as Introducer, the company will receive a fee of 30% of the net initial commission, or arrangement fee received by SWC Independent Limited arising from any business referred to it by the company. The client consents to such payments being retained by the company.

SWC Independent Limited are separately obliged to disclose to the client all earnings or commissions arising from dealing with them. 

SWC Independent Limited is not managed, owned or controlled by the Company, or any of its officers or employees.

The company does not provide advice in connection with the selection of products recommended by any Independent Financial Adviser or other third party and makes no warrants concerning the service that is ultimately provided by them.

Disclaimer IMPORTANT: 

This section restricts the extent to which the company is liable for any losses, which may be suffered in connection with the clients use of the package of services. 

Exclusion of the company’s liability: 

The client uses the package of services entirely at it’s own risk. The company does not restrict our liability (if any) for personal injury or death resulting from the company’s negligence, for fraud committed by the company or for any matter, which it would be illegal to limit or to attempt to restrict. The company excludes all other liability and responsibility for any amount or kind of loss or damage arising in connection with the Service.

Limitation of the company’s liability: 

Neither party shall be liable under the agreement to the other party for indirect, special, exemplary, punitive or consequential damages including without limitation loss of goodwill, whether arising from negligence, breach of contract or otherwise. Where the company is not legally entitled to exclude it’s liability, the total liability for any loss or damage relating to the Service (or to the website generally) shall not exceed an amount equal to the subscription fees, which the client has paid to the company in the previous month.

Further provisions: 

These General Terms of Service and the Agreement for the Provision of Accounting Services describes the entire agreement between the company and the client, and supersede any prior understandings or agreements. The company shall be entitled to assign or subcontract the rights and/or obligations under these Terms of Service to another party. The client may not transfer any of the rights or obligations under these Terms of Service without the company’s prior written consent. Failure at any time to enforce any of these terms and conditions or to require performance by the other party of any such term or condition shall not be construed as a waiver of such provision or affect the right of either party to enforce the same. If any provision is held to be invalid or unenforceable by any tribunal of competent jurisdiction, the remaining provisions shall not be affected and shall be carried out as closely as possible according to the original intent.

Data Protection: 

The company will comply with the provisions of the Data Protection Act 1998 when processing personal data about the client and/or its corporate officers.  In order to carry out the services of this engagement and for related purposes such as updating the enhancing client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data about the client and/or its corporate officers.

Electronic and Other Communication: 

The company will communicate with the client and with third parties via email or by other electronic means, unless another method is more appropriate. The client will be responsible for virus checking emails and any attachments.

With electronic communication, there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties.  The company uses virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices.However, electronic communication is not totally secure and the company cannot be held responsible for damage or loss caused by viruses nor for communications, which are corrupted or altered after despatch. Nor can the company accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material.

Any communication by the company sent through the post system is deemed to arrive at the client’s postal address two working days after the day that the document was sent.

Retention of and Access to Records: 

The client has a legal responsibility to retain documents and records relevant to it’s tax affairs. During the course of their work, the company may collect information from the client and others relevant to the client’s tax affairs. The company will return any original documents to the client, if requested, but will retain electronic copies of same. Documents and records relevant to the client’s tax affairs are required by law to be retained by individuals and companies for 6 years from the end of the accounting period. Whilst certain documents may legally belong to the client, the company may destroy correspondence and other papers that are stored with them, electronically or otherwise, which are more than 7 years old.  The client must inform the company  if return or retention of any specific documents for a longer period is required.

Applicable Law: 

These Terms of Service are are governed by and construed in accordance with Scots’ Law and the parties agree to submit to the exclusive jurisdiction of the Courts of Scotland.