Company Registration: England and Wales (Company No. 08156227)
Registered Office: 56 Guildford Street, Chertsey, England, KT16 9BE
Websites: www.bsassociate.co.uk | www.brayanandspencer.co.uk
1. Introduction
These Terms and Conditions outline the basis upon which Brayan & Spencer Associates Ltd (“we”, “us”, or “our”), a company registered in England and Wales (Company No. 08156227), provides Professional Accountancy, Taxation, and Advisory Services to our clients. Our registered office is located at 56 Guildford Street, Chertsey, England, KT16 9BE.
By agreeing to these Terms, you (“the Client”, “you”, or “your”) confirm that you have the authority and capacity to enter into this Agreement on behalf of your business or organisation. These Terms form part of a legally binding contract alongside your Letter of Engagement. If you do not agree with the Terms mentioned in the agreement, you should not proceed with engagement of services.
We may amend these Terms from time to time to reflect regulatory changes, service updates, or business requirements. Any changes to these Terms will be communicated to you in writing or by email. If you do not agree to an update, you may notify us in writing and, if no mutual agreement can be reached, you may terminate our engagement in accordance with the Termination clause below.
2. Definitions
For the purpose of these Terms and Conditions, the following expressions shall have the meanings as mentioned below:
- Agreement: This document, together with all schedules, annexes, and the Letter of Engagement.
- Ad-Hoc Services: One-off or project-specific services that are not provided on a recurring basis.
- AML Legislation: The Proceeds of Crime Act 2002, Terrorism Act 2000, and the Money Laundering Regulations 2017 (as amended).
- Applicable Law: All laws, regulations, and legal requirements in force within England and Wales or any other relevant jurisdiction.
- Business Day: A day other than a Saturday, Sunday, or public holiday in England when banks are open for business.
- Commencement Date: The date on which the services under this Agreement begin, as stated in the Letter of Engagement.
- Confidential Information: Any non-public, proprietary, or sensitive information disclosed in the course of our engagement.
- Data Protection Laws: All applicable data protection and privacy laws including UK GDPR and the Data Protection Act 2018.
- Fees: The charges payable by you for the services provided, as outlined in the Letter of Engagement.
- Force Majeure: Events beyond the reasonable control of a party, preventing the fulfilment of contractual obligations.
- Initial Term: The minimum period of service as stated in the Letter of Engagement.
- Intellectual Property Rights: All copyrights, trademarks, design rights, patents, and other similar rights.
- Letter of Engagement: The formal document specifying the scope and nature of services to be provided.
- Services: The accountancy, taxation, or related professional services we provide to you.
- Term: The period during which this Agreement remains in force, including any renewals.
- VAT: Value Added Tax as governed by the Value Added Tax Act 1994.
3. Terms of Engagement
This Agreement shall commence on the Commencement Date and shall continue for the Initial Term specified in your Letter of Engagement. Unless terminated in accordance with these Terms, it will automatically renew for successive periods equal to the Initial Term.
You may terminate the Agreement by providing written notice in accordance with the Termination clause. Fees for services are calculated on the basis of the agreed service period and may be apportioned evenly across the term, taking into account client onboarding, resource allocation, and compliance requirements.
4. Appointment and Our Responsibilities
We may, at our discretion, subcontract certain elements of our work to trusted third parties or other Brayan & Spencer Associates Ltd entities. However, we remain fully responsible for the delivery and quality of services provided to you.
Our work will be undertaken in accordance with the professional standards and ethical requirements of the Association of Chartered Certified Accountants (ACCA). We will use reasonable care, skill, and diligence in delivering our services, based on the information provided by you.
Unless otherwise agreed in writing, our services will be provided solely for your benefit and may not extend to any third party in connection with you without our prior consent in writing.
5. Your Responsibilities
You agree to provide accurate and complete information at the appropriate time necessary for us to perform our services. This includes granting us access to relevant financial records, systems, and personnel as required.
You remain responsible for safeguarding your assets, maintaining adequate accounting records, and implementing effective internal controls. While we may provide advice on such matters, responsibility for operational and management decisions rests with you.
Important Client Responsibility
You must ensure that any information you supply to us is truthful, accurate, and not misleading. Failure to provide necessary information within agreed timeframes may result in delays, additional charges, or the suspension/termination of services.
6. Fees and Payment
Our fees will be set out in your Letter of Engagement and may be charged on a fixed, periodic, or time-cost basis, plus VAT where applicable. We may review and adjust our fees periodically to reflect changes in the scope of work, regulatory requirements, or your business circumstances.
Invoices are to be paid within 7 days of issue unless otherwise agreed mutually. For ongoing services, we require payment by Direct Debit or standing order. Failure to make payment on time may result in the suspension of services, interest charges under the Late Payment of Commercial Debts (Interest) Act 1998, or referral to a debt collection agency.
7. Confidentiality
We will keep all information obtained during the course of our engagement strictly confidential, except where disclosure is required by law, regulatory authority, or with your prior written consent. You agree to maintain the confidentiality of any proprietary information that is provided by us.
8. Data Protection
The personal data is processed by us in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. How we receive, collect, process, use and protect your personal information is very well explained in Our Privacy Policy, available on our company’s website.
9. Liability Limitation Clause
- We will perform our services with utmost care, skill, precision, and sincerity. To the greatest degree permitted by law, in case of any incorrect or false information provided by you whether in writing or orally or in the absence of any information not supplied by you at the appropriate time or if you fail to act as per the advice extended by our experts or if you respond to the communications from us or the concerned tax authorities in a negligent manner then we would not be responsible/liable for any losses, penalties, surcharges, interest or additional tax liabilities. Additionally, we would not be responsible/liable to you for any delay or failure to perform our duties, or for any loss caused by circumstances beyond our reasonable control or natural factors.
- To the fullest extent permitted by the law, you will not hold us, our principal(s)/directors(s), shareholders and the staff, liable/responsible for the loss suffered by you arising out of the misrepresentation/false information provided to us by you in writing or orally, whether intentionally or unintentionally. This applies equally to the misrepresentation, fraudulent acts, or willful default on the part of any of the parties involved in the transaction from your side (directors, officers, employees, agents, or advisors, etc.).
- You agree that in connection with the services we provide to you, you will not personally claim against our directors, officers, employees, shareholders, or partners in the event of any loss, penalty, or other liability.
- Unless there is a legal or mandatory requirement, our services are not available to any third party in connection with you without our written permission, and we will not be liable for our services to any third party connected to you either directly or indirectly. In case of any claim (negligence claim) arising out of any un-authorized disclosure by you or by any other person for whom our advice/opinion is extended at your part, whether in writing or otherwise, you agree to indemnify/reimburse/compensate us and our agents. This indemnity will cover the expenses incurred in defending such claims, including compensation for our time based on our standard rates and covering our legal fees in full.
- You agree that for the compliance and non-compliance services, our liability will be limited to direct losses up to a maximum of our accountancy fees only that has been paid by you in the preceding 12 months (from the date of the claim). You agree that we are not liable for any indirect, consequential, or special losses, including but not limited to loss of profit, revenue, goodwill, or data.
10. Termination
Either party may terminate this Agreement by giving written notice in accordance with the notice period specified in the Letter of Engagement. We may terminate the Agreement immediately if you fail to pay fees when due, commit a material breach, or enter into insolvency proceedings.
11. Jurisdiction and Governing Law
This Agreement will be governed by and construed in accordance with the laws of England and Wales. If there is any disagreement or issue related to this Agreement, only the courts in England will have the authority and power to handle it.
