Terms and Conditions

1. Applicable law

Our engagement and our standard terms and conditions of business are governed by, and should be construed in accordance with English law. Each party agrees that the courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Terms of Engagement and any matter arising from it on any basis. Each party irrevocably waives any right to object to any action being brought in those Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.

2. Client identification

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. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.

3. Confidentiality

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 by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.

4. Privacy Policy

A copy of our privacy policy is available https://www.3wisebears.co.uk/privacy/
Please note that these are subject to change and are dependent upon our systems.

5. Conflicts of interest

We reserve the right to provide services for other clients whose interests are not the same as yours or are adverse to yours subject of course to the obligations of confidentiality referred to above. We will inform you if we become aware of any conflict of interest in our relationship and which would affect you.

6. Data protection

We confirm that we will comply with the provisions of the Data Protection Act 1998 when processing personal data about you. In order to carry out the services under the Terms of Engagement and for related purposes such as updating and enhancing our 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 you.

7. Online Bookkeeping Software

Where your package includes online bookkeeping software, to clarify, we are simply “distributing, making available and procuring” a third party software to you. We are not a software company, nor have we built, designed or engineered the software or have any responsibility for its functionality. 3 Wise Bears Ltd excludes all liability and responsibility for any amount or kind of loss or damage arising in connection with the software.

Backup of data:

You are responsible for retaining all business records in accordance with the law. You must keep hold of all business records in paper or electronic format and ensure these are stored securely and regularly backed up.

Automated bank feeds: You may elect entirely at your own discretion and choosing to use automated bank feeds within a particular online bookkeeping software. Depending on the bank and the online accounting software, bank feeds will be either automated directly via your bank’s data services or via a third party service provider such as Yodlee (www.yodlee.com).

You are under no obligation to use automated bank feeds and can manually upload/input transactions instead. 3 Wise Bears and its software partners exclude all liability and responsibility for any amount or kind of loss or damage arising in connection with using automated bank feeds.

Software company’s terms of use By using online accounting software, the software provider’s Terms of Use apply to you.

Xero’s terms of use: https://www.xero.com/uk/about/terms/
FreeAgent’s terms of use: https://www.freeagent.com/company/terms/

8. Electronic and other communication

Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is 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. We use 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 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. If you do not wish to accept these risks please let us know in writing that you do not wish to use email.

Any communication by us with you sent through the post system is deemed to arrive at your postal address two working days after the day that the document was sent.

9. Fees and payment terms

Our fees, unless otherwise agreed, are charged on a fixed fee basis. Our fees, unless otherwise agreed, will be invoiced monthly and collected by direct debit. The due date will be printed on the invoice. Monthly fixed fees are for the month they are invoiced.

If it becomes apparent to us, due to unforeseen circumstances that a fee quote is inadequate (for example, volume of bookkeeping we are required to do has increased), we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.

All our fees are exclusive of VAT which will be added where it is chargeable.
We reserve the right to charge interest on late paid invoices at the rate of 5% above Bank of England base rates under the Late Payment of Commercial Debts (Interest) act 1998. We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.

If a client company, trust or other entity is unable or unwilling to settle our fees we reserve the right to seek payment from the individual (or parent company) giving us instructions on behalf of the client and we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you.

10. Period of engagement and termination

Unless otherwise agreed, our work will begin when we receive your implicit or explicit acceptance of our proposal/quote/engagement letter. Except as agreed, we will not be responsible for periods before that date.

Each of us may terminate our agreement by giving not less than 21 days’ notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have provided us or HMRC with misleading information, in which case 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.

In the event of termination of our contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time. No further work will be commenced and there will be refund of fees. We may for legal or regulatory reasons be required 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.

11. Interpretation

If any provision of our “Terms of Engagement” (comprising the specific terms and the standard terms of business) is held to be void, then that provision will be deemed not to form part of this contract and the remainder of this agreement shall be interpreted as if such provision had never been inserted. In the event of any conflict between these terms of business and the specific terms to your engagement agreed separately, the relevant provision in the specific terms will take precedence.

12. Investment advice

(including insurance mediation services) Investment business is regulated under the Financial Services and Markets Act 2000. If during the provision of professional services to you, you need advice on investments including insurances, we may have to refer you to someone who is authorised by the Financial Services Authority or licensed by a Designated Professional Body, as we are not.

13. Intermediaries legislation (IR35 status)

We are not responsible for determining your employment status with relation to intermediaries legislation (IR35). Unless we are told otherwise by the company and/or its directors, when providing our services we will assume your status is outside IR35 and that Intermediaries Legislation does not apply to you. You need to inform us in writing if you are inside IR35.

Where HMRC can successfully show that you are inside IR35, you alone are liable for any and all further taxes, penalties, interest and other payments they calculate are payable. You alone are also responsible for any and all professional fees in defending yourself against HMRC.

We are not responsible for your IR35 status in any way whatsoever and are independent of all IR35 specialists that we may provide you details of.

14. Limitation of Liability

We will provide our services with reasonable care and skill. We will provide these services for your benefit only. Our liability to you is limited to losses, damages, costs and expenses caused by negligence or wilful default.
Exclusion of liability for loss caused by others

We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are caused by 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 caused by a failure to act on our advice or a failure to provide us with relevant information.

Exclusion of liability in relation to circumstances beyond our control

We will not be liable to you for any delay or failure to perform our obligations under these Terms of Engagement if the delay or failure is caused by circumstances outside our reasonable control. Exclusion of liability relating to the discovery of fraud etc.
We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us.

This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers.

Indemnity for unauthorised disclosure

You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible 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.

You have agreed that you will not bring any claim in connection with services we provide to you against any of our directors or employees personally.
Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission.

15. Limitation of third party rights

The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the Terms of Engagement that a specified third party may rely on our work.

We accept no responsibility to third parties, including any group company to whom the Terms of Engagement is not addressed, for any advice, information or material produced as part of our work for you which you make available to them.

A party to this agreement is the only person who has the right to enforce any of its terms and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.

16. Commissions or other benefits

In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we help to arrange for you.
Specifically, we may receive commissions or benefits from banks for account openings or loan arrangements.

Where we assist with account openings we may receive a one-off payment of between £20 and £100. Where we help to arrange a commercial loan, we may receive a percentage of the arrangement fee, typically between 30-50%.

Where we introduce you to third party providers or brokers of financial services, mortgages, insurance, pensions, legal or other professional advisors, they may give us an introducer’s commission of between 0% and 50% of the total fee they earn. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits. You hereby agree that we can retain all such commissions or other benefits without our being liable to account to you for any such amounts.

Regulated FSA providers will separately disclose to you all earnings and commissions due to them from work they perform for you.

17. Service to you

We are committed to providing you with a high quality service that is both efficient and effective and look forward to having a long association with you. If during the course of our relationship you have any concerns about our service, you can raise these with the Managing Director, Gurpreet Sandhu. We undertake to look into any concerns carefully and promptly and do all we can to resolve any issues arisen. If you are not satisfied with our answer, you can of course take the issue to the ICAEW.

18. Registered Office

At entirely our discretion, we may permit you to use our office as your company’s registered office address for Companies House or HMRC Corporation Tax purposes only. This is in no way whatsoever to be used as a “place of business” address or business mail address. You agree that our address is not your business address and contains none of your assets or possessions whatsoever. You must keep us and HMRC informed of your actual principal place of business.

Where communication is received from HMRC or Companies House in relation to the services we offer you, we will action and correspond to you where applicable.
We will only forward Companies House and HMRC mail. For the avoidance of doubt, you must not use this address for bank, legal, general business or bills and mailing address purposes. Any business mail received will be sent back to the sender to ensure they are aware this is not a business address.

Where we need to update your company’s registered office address with Companies House (for example if our service is terminated or business mail is consistently arriving at our office), we will ask you for a new registered address. If we do not receive a response within two weeks, we will update Companies House with the director’s last known residential address held on our record.

19. Reliance on advice

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.

20. Retention of papers

You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we may collect information from you and others relevant to your tax and financial affairs. We will return any original documents to you if requested. Documents and records relevant to your tax affairs are required by law to be retained as follows:

Individuals, trustees and partnerships:

• With trading or rental income: five years and ten months after the end of the tax year; • otherwise: 22 months after the end of the tax year;

Companies and Limited liability Partnerships:

• six years from the end of the accounting period;

Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that are more than 7 years old, except documents we think may be of continuing significance. You must tell us if you wish us to keep any document for any longer period.

21. The Provision of Services Regulations 2009

Our professional indemnity insurer is Hiscox Insurance Company Limited, of 1 Great St. Helens, London, EC3 6HX. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States or Canada.