Intelligent Taxation
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Terms of Business

Intelligent Taxation Limited

YOUR ATTENTION IS DRAWN TO THE PROVISIONS OF CLAUSE 10 — LIMITATION OF LIABILITY

1. Definitions and Interpretation

1.1 Definitions

In these Terms of Business (Terms), the following terms shall have the following meanings:

  • Affiliates — any holding company or subsidiary company of the Company or any subsidiary company of any holding company.
  • Company— means Intelligent Taxation Limited and "us", "our", "we" shall be construed accordingly.
  • Confidential Information — means any information that is directly or indirectly disclosed by the Company or the Customer to the other, whether in writing, electronically, orally or otherwise, which would appear to a reasonable person to be confidential and which relates to the business and affairs of the disclosing party.
  • Contract — means together these Terms, the Schedule of Services and Engagement Email.
  • Customer — means you, as an individual or an entity and includes your Representatives and any other user that you grant access to the Portal.
  • Engagement Email — means the written confirmation sent to you confirming the Services to be provided.
  • Fees — means the fees as detailed in the Engagement Email or Service Schedule and such other documents referred to in the Engagement Email which are payable by the Customer to the Company.
  • FreeAgent — means a company registered in Scotland, company number SC316774 whose registered office is One Edinburgh Quay, 133 Fountainbridge, Edinburgh EH3 9QG.
  • Intellectual Property Rights — means patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, and all other intellectual property rights.
  • IR35 Legislation — means Chapter 8 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003.
  • Losses — means any losses, costs, expenses, claims or damages, whether direct, indirect or consequential and including any late filing penalties, interest, additional tax liability or charges.
  • Portal — accounting software, registration details for which will be provided to you.
  • Services — means the provision of accountancy services as more particularly identified in the Engagement Email.

1.2 Interpretation

  • Unless the context requires otherwise, words in the singular shall include the plural, and in the plural shall include the singular.
  • The headings are for ease of reference only and shall not affect construction or interpretation.
  • Any phrase introduced by the terms "including", "include", or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
  • Reference to "in writing" and "written" shall include by email.

2. Contract

The Contract shall come into effect from the date on which you sign the Engagement Email, or from the date on which the Services are first provided, whichever is earlier. In the event of any conflict between these Terms and the Engagement Email, these Terms shall prevail unless the Engagement Email expressly states otherwise.

3. Supply of Services

The Company shall supply the Services to you as described in the Engagement Email and the Schedule of Services. The Company will perform the Services with reasonable care and skill and in accordance with its normal business practices and procedures.

The Company shall not be liable for any Losses arising from the provision of the Services where such Losses result from incorrect, inaccurate, or incomplete information or instructions provided by you.

4. Customer Obligations

You shall:

  • Provide all information, documents, and materials reasonably required by the Company to perform the Services in a timely manner.
  • Ensure all information provided is true, accurate, and complete.
  • Notify the Company promptly of any changes to your personal or business circumstances that may affect the Services.
  • Keep your Portal login credentials secure and notify us immediately of any unauthorised access.
  • Comply with all applicable laws and regulations relevant to the Services.

5. Fees and Payment

The Customer shall pay the Fees as set out in the Engagement Email. Fees are payable monthly in advance unless otherwise agreed.

All Fees are stated exclusive of VAT which, if applicable, shall be payable in addition at the rate prevailing at the date of invoice.

The Company reserves the right to increase Fees upon giving 30 days' written notice. If the Customer does not agree to the increased Fees, the Customer may terminate the Contract in accordance with clause 8.

If any invoice remains unpaid for more than 14 days after the due date, the Company reserves the right to suspend the Services and/or charge interest at 4% above the Bank of England base rate.

6. Third Party Services

The Company may use third party service providers in the performance of the Services, including but not limited to FreeAgent for bookkeeping software. Your use of third party services is subject to the relevant Third Party Terms.

7. Confidentiality

Each Party shall keep confidential all Confidential Information of the other Party and shall not disclose the same to any third party without the prior written consent of the disclosing Party, save as required by law, regulation, or professional obligation.

8. Term and Termination

The Contract shall continue for a minimum period of 12 months from the Commencement Date. After the initial term, the Contract shall continue on a rolling monthly basis until terminated by either Party giving not less than 3 months' written notice.

The Company may terminate the Contract immediately by written notice if the Customer commits a material breach of these Terms and fails to remedy such breach within 14 days of receiving notice.

On termination, the Customer shall pay all outstanding Fees and any additional costs incurred by the Company in winding down the Services.

9. Data Protection

Each Party shall comply with all applicable data protection legislation including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. The Company shall process personal data only in accordance with its Privacy Policy and as necessary for the performance of the Services.

10. Limitation of Liability

The total aggregate liability of the Company under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total Fees paid by the Customer in the 12 months preceding the event giving rise to the claim.

The Company shall not be liable for any indirect, special, or consequential losses, loss of profit, loss of business, loss of goodwill, or loss of anticipated savings.

Nothing in these Terms shall exclude or limit the Company's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

11. Anti-Money Laundering

The Company is required to comply with the Money Laundering Legislation. As such, the Company is required to verify the identity of all Customers before providing Services. You agree to provide all information and documentation reasonably required for this purpose.

The Company may be required to make a disclosure to the National Crime Agency where it knows or suspects that a transaction involves money laundering or terrorist financing. The Company is not permitted to inform you that such a disclosure has been made.

12. IR35

Where the Services include advice in relation to the IR35 Legislation, the Customer acknowledges that responsibility for determining employment status for tax purposes rests with HMRC and ultimately the courts. Any advice given by the Company in relation to IR35 is based on the information provided to us and does not guarantee any particular outcome.

13. Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under the Contract where such failure or delay results from circumstances beyond the reasonable control of that Party, including but not limited to acts of God, fire, flood, pandemic, government action, or failure of third party systems.

14. Intellectual Property

All Intellectual Property Rights in the Company's materials, reports, and work product shall remain the property of the Company. The Customer is granted a non-exclusive, non-transferable licence to use such materials solely for the purposes for which they were created.

15. General

  • Entire Agreement — The Contract constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, or agreements.
  • Waiver — No failure or delay by either Party in exercising any right shall constitute a waiver of that right.
  • Severability — If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
  • Third Party Rights — No person other than the Parties shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
  • Assignment — The Customer may not assign or transfer any rights or obligations under the Contract without the prior written consent of the Company.

16. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract.