GREENHALGH JOHNSON

GJ

Terms & Conditions

×

PLEASE READ THESE TERMS CAREFULLY TOUNDERSTAND THE BASIS ON WHICH WE PROVIDE THE SERVICESTO YOU. This is a framework Agreement, covering all of the Services we offer. The Letter of Engagement willidentify and scope the particular Services applicable to you. Any reference in this Agreement to other Servicesnot included in your Letter of Engagement or subsequently agreed in writing can therefore be ignored.1.1 This Agreement We are GREENHALGH JOHNSON LTD. (us/our/we), a limited company incorporatedin England and Wales with registration number 4628573 and our registered office at GreenhalghJohnson Ltd, Elland House 22 High Street Burgh-le-Marsh Skegness PE24 5JT.1.2 The terms set out in this Agreement are the basis on which we will provide the Services to you andwill apply to the entire relationship between us and you.1.3 By signing these terms, You accept them. We will refer to you as the Company (you/your/Company)in the Letter of Engagement that forms part of this Agreement as a legally binding contract with us.You also represent and warrant that you have all necessary capacity and authority to enter into thisAgreement on behalf of such entity. If you do not have such capacity or authority or do not wish toaccept this Agreement, you must not proceed to sign this Agreement.1.4 We may update any part of this Agreement or other documents referred to in it from time to time, bynotifying you by reasonable means (including e-mail). If you do not agree to any such update, youshould let us know and if we cannot agree an amendment, we are both satisfied with, you mayterminate this Agreement with notice in writing and stop using the Services.2. DefinitionsThe terms used in this Agreement, the Schedules, annexures, and Letter of Engagement will have themeanings as set out below:2.1 “Ad-Hoc Services” means, when you engage us to provide a limited range of Services (only) or tocomplete a particular project and not on an ongoing basis beyond that.2.2 "Agreement/Terms and Conditions" means this document together with all schedules andannexures, including the Letter of Engagement (which is incorporated hereto by reference), unlessexplicitly stated otherwise.2.3 “Amended Services” means the Services with any amendments or additional Services as we agree tofrom time to time which will amend the initial Services in terms of the Engagement Letter on writtenconfirmation of it by us.2.4 “Anti-Money Laundering Legislation/AML” means collectively the Proceeds of Crime Act 2002, theTerrorism Act 2000, and The Money Laundering, Terrorist Financing and Transfer of Funds(Information on the Payer) Regulations 2017 and any other legislation with the same objective fromtime to time.Page 2 of 242.5 "Applicable Law/s" means all laws, regulations, directives, statutes, subordinate legislation, andcommon law that apply to the Parties and their obligations under this Agreement in any territory.2.6 "Business Day" means any day (other than Saturday or Sunday) on which ordinary banks are open fortheir full range of normal business in London.2.7 "Services" means any service provided by us to you in terms of this Agreement.2.8 "CIMA”meansthe Chartered Institute of Management Accountants.2.9 “Commencement Date” means the date the Agreement and Services will start as set out in the Letterof Engagement.2.10 “Confidential Information" all information (whether in oral, written, or electronic form) relating toour business, technology, know-how or Intellectual Property Rights which may reasonably beconsidered to be confidential in nature; any manuals and user guides relating to our Services; allinformation relating to our pricing terms; and all passwords and access details for our Services; anyflaws in our Services.2.11 "Data Protection Laws" means, all data protection and privacy legislation as applicable and bindingon either Party, the UK GDPR, the Data Protection Act 2018 (and its regulations), the Privacy andElectronic Communications Regulations 2003 (SI 2003/2426) and any laws which implement, replace,extend, re-enact, consolidate, or amend any of the above, including the codes of practice issued bythe Information Commissioner (ICO) from time to time.2.12 “Fees” means any and all amounts due by you to us for carrying out the Services in terms of thisAgreement and the Letter of Engagement, as set out in the Letter of Engagement and will be payablein Pound Sterling.2.13 “Force Majeure” means any event or sequence of events beyond a Party’s reasonable controlpreventing or delaying it from performing its obligations under this Agreement (provided that aninability to pay is not Force Majeure) and which it could not have reasonably foreseen.2.14 “Initial Term” means the period you sign up for with us, to provide you with the Services, from theCommencement Date to the end of a minimum commitment period, as set out in the Letter ofEngagement.2.15 "Intellectual Property Rights" means any and all copyright, rights in inventions, patents, know-how,trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, databaserights, domain names and all similar rights and, in each case: whether registered or not; including anyapplications to protect or register such rights; including all renewals and extensions of such rights orapplications; whether vested, contingent, or future; and wherever existing.2.16 "Invoice" means a document created by us that details the Fees applicable to the Services and servesas a formal request for payment.2.17 “Letter of Engagement” means the formal letter that outlines your engagement of us, details of theStatement of Facts/scope, period, and specific services you wish to engage us on, which forms part ofand is incorporate to this Agreement by reference.Page 3 of 242.18 “NCA” meansthe National Crime Agency.2.19 "Party" or the "Parties" refer to the partiesto this Agreement.2.20 “Package” means the predefined bundle of Services you chose as confirmed in the Letter ofEngagement.2.21 "Personal Data" has the meaning given to it Under the UK General Data Protection Regulation (UKGDPR and essentially means any information that can be used to identify an individual (“Data Subject”)either directly or indirectly. This can include things like names, addresses, phone numbers, emailaddresses, IP addresses, location data, biometric data, and more. It also includes factors specific tothe person's identity.2.22 “Personnel” means any employee, consultant, representative, director, shareholder or other personor entity acting on a Party’s behalf.2.23 “Services” means the accounting and related services described in the Letter of Engagement, to beprovided to you in line with the Letter of Engagement, which could be a Package or Ad-Hoc Services.2.24 "Software" meansthe software owned by us used in the provision of the Service.2.25 “Specialist” means a professional who possesses specific expertise, knowledge and training in theintricacies of a particular subject matter such as taxation.2.26 “Statement of Facts” means the initial facts and scope of Services we will perform for you, on whichbasis the Letter of Engagement is entered.2.27 “Term” means the period this Agreement is in effect for, from the Commencement Date untilterminated in terms hereof.2.28 "UK GDPR" means the retained version of Regulation (EU) 2016/679 (the “GDPR”) as it is applied inthe United Kingdom with effect from 1 January 2021, as amended from time to time and any successorlegislation.2.29 “VAT” means Value Added Tax as governed by the Value Added Tax Act 1994.2.30 “Work” means any product created in the course of providing the Services (in any form, whether adraft, final, stand-alone document or prepared in conjunction with other documents or persons),including but not limited to existing material, reports, e-mails, notes and working papers.2.31 Any reference to the Letter of Engagement means the Letter of Engagement together with thisAgreement as if these terms was set out in the Letter of Engagement.3. Term3.1 This Agreement will come into force on Commencement Date and be in force for the Initial Term,whereafter it will automatically renew for further periods equal to the initial Term (each a “RenewalTerm”), unless terminated by you in writing with no less than 3 (three) months’ notice before the endof the Term (i.e., month 9 of 12-month Initial Term), or any Renewal Term, or terminated earlier interms of this Agreement.3.2 Take note that, except for once-off Ad-Hoc Services, all our Fees for Package Services or Ad-Hocprojects are calculated based on the assumption that such period or project will be completed or forPage 4 of 24a minimum commitment period (for example 12 (twelve) months) and are evenly spread across thisperiod. This calculation accounts for costs associated with (but not limited to) client onboarding,software licenses, resources, insurance, and other preliminary and ongoing activities required toinitiate and maintain the Services throughout the period/project.4. Appointment & Our Responsibilities4.1 We are a member of a global group of companies (“DNS Firms”), each with a separate legal entity.4.2 We may subcontract portions of the Services to other DNS Firms who may deal with you directly.Despite this, we alone with be responsible to you for the Work, the performance of the Services andother obligations under this Agreement.4.3 We are committed to upholding professional standards in our interactions with clients, employees,staff, regulators, and others and will carry out the Services with the necessary care and skill. OurServices and work are performed in line with the CIMA Code of Ethics, reflecting good industry practiceand maintaining the respectability of the profession. You can review this code atwww.cimaglobal.com.4.4 This Agreement with you is exclusively for the Services set out in the Engagement Letter and thisAgreement and not intended to imply that we will handle any Services outside of that for you unlessagreed so in writing.4.5 Our Work is for your exclusive use and may not be used by anyone else or in any other way thanintended. Unless we provide our consent:(a) our Work must not be relied on by anyone other than you;(b) you must not name us or refer to us, our Work or Services in any written materials, other thanto your professional advisers, in any publicly filed documents or as required by law;(c) We will have no liability to any parties except you and any third parties to whom our advice isexpressly addressed;(d) We accept no responsibility to third parties, including any group company to who theEngagement Letter is not addressed, for any advice, information or material produced as part ofour work for you which you make available to them. Except as expressly mentioned in theseterms, it is not intended by the Partiesto this Agreement that any term which may be interpretedas conferring a benefit on any person who is not a Party to this Agreement should be enforceableby such party, whether under the provisions of the Contracts (Rights of Third Parties) Act 1999or otherwise.4.6 If you provide a copy of any Work to any of your professional advisors or any other person with ourconsent, you must ensure that they are aware of and comply with the limits placed on the use anddisclosure of our Work (including that they may not rely on the Work) and treat our Work asconfidential.4.7 Our advice may be time-sensitive, meaning that laws and practices may change over time and thatadvice that was relevant at a particular time may no longer be so in future. The advice that we willPage 5 of 24provide will be prepared on the basis of the then current tax legislation and HMRC practice,concessions, and interpretations. If these change, then the changes may be applied retrospectively,which is not within our control or liability.4.8 Further, advice will be on the current position and will not consider historical planning, restructuringor advice not undertaken by us. We will not be responsible to refresh or update advice due to changesunless requested to do so and agreeing to undertake this in writing or in terms of an amendment tothe Engagement Letter and the Services scoped.4.9 Our advice and Services are limited to that of accountants (including advice on transactions andrestructuring). You should seek the appropriate legal advice from a solicitor when and whereappropriate.4.10 You acknowledge that use of, or reliance on our Work by a person other than you may expose us to aclaim from a person whose interests we have not considered in providing the Services. You willindemnify us against any loss we suffer or incur as a result of any distribution to, use of and/or relianceon any Work by a third-party or Specialist to the fullest extent permissible in law.4.11 Our official advice related to our Work is provided through documents with our letterhead or DNSFirm branded reports. Please rely on these written forms for any definitive guidance. Other forms ofcommunication, like oral remarks, are not intended as formal advice.4.12 We strive to offer a high-quality service that meets your needs. If anything, however, arises that youare not satisfied with, please reach out to our Group Operations Director Gary Zouvani [email protected] as soon as possible and mark your communication clearly as a complaint.4.13 We're committed to addressing any concerns you might have. If you bring a complaint to ourattention, we will investigate it thoroughly and take fair steps towards resolution. If you're still notcontent with the outcome, you have the option to approach our governing body, CIMA atwww.cimaglobal.com.4.14 We are not authorised by the Financial Conduct Authority to conduct Investment Business.4.15 Where requested or required, we may introduce you to third-party suppliers and Specialists, forinstance in relation to tax, mortgages, financing, software products or insurance and various otherproducts. It is important to note that:(a) We may get an introduction commission on the making of such referrals. We will at all timescomply with the relevant provisions of the Bribery Act 2010 and have your best interest in mindin line with our professional duties, when doing so;(b) We cannot be held liable for any losses you may incur using the Services of such third-partysuppliers and Specialists and you may be subject to their terms and conditions over which wehave no control or insight. It remains your responsibility to properly vet any such third-partysuppliers and Specialist by doing due diligence on them before engaging them and you are at notime obliged to use them above any other supplier or Specialist you prefer;Page 6 of 24(c) We will not be liable for any losses, penalties, surcharges, interests, or additional tax liabilitiesthat are caused by the acts or omissions of any Specialist introduced by us.5. Tax Planning and Advice5.1 We will not provide tax compliance Services unless covered by a separate engagement letter orstatedin your Letter of Engagement and specifically agreed to in writing.5.2 Concerning the Automatic Exchange of Information (AEOI), including FATCA, unless coveredseparately, we are not responsible for compliance with the International Tax Compliance Regulations2015. However, if needed, we can offer advice on these Regulations' requirements and help set upsystems for AEOI compliance.5.3 We may provide generic tax advice and support in relation to your tax affairs from time to time,however for comprehensive and advanced tax planning, you may be introduced to Specialist advisors.5.4 Tax planning has inherent risks involved, such as changes in tax laws or treatments, and we can onlyadvise on the position as at the time of the advice. You will need to assess the risks of following suchstructures proposed with a long-term view in mind and understand that it may change over time.5.5 While we will, in line with our professional duties, endeavour to ensure that any tax structureproposed to you is effective, you will appreciate that the outcome of any tax planning is neverguaranteed.5.6 Due to the nature of the work involved, we do not guarantee a successful outcome on any submissionsor appeals made to HMRC. Your tax position depends on your own particular circumstances, and thereis no guarantee that HMRC will agree that the tax relief proposed will be applicable in yourcircumstances.5.7 We will endeavour to record all advice on important matters in writing. Advice given orally is notintended to be relied upon unless confirmed in writing. If you wish to be able to rely on that advice,you must ask for the advice to be confirmed by us in writing.5.8 Prior to you undertaking any transactions, ensure you have received a detailed letter of advice settingout our understanding of the tax implications arising and any associated risks. The tax treatment ofany transaction can always be challenged by HMRC e.g., on the basis that HMRC assigns a differentInterpretation to the legislation, which is out of our control and for which we accept no liabilitywhatsoever.5.9 If a trust is created as a result of any proposed transaction, then we are not assumed to be advisingthe trustees unless we enter into a separate Agreement and Letter of Engagement with them.IR35 Reviews for contractors5.10 Ourturnaround time for IR35 reviews is 3-5 business days after receiving all the necessary paperwork.Page 7 of 245.11 IR35 Reviews must be carried out on an assignment-by-assignment basis, in respect of each newcontract signed to ensure contractors remain IR35 compliant.5.12 The nature of the IR35 legislation is such that it is based substantially upon subjective analysis of thefacts and interpretation at the time. We are unable to guarantee a successful outcome if HMRC wasto challenge you.6. Your Responsibilities6.1 You will be fully liable for your Personnel’s actions and compliance with this Agreement.6.2 You agree to work with and co-operate with us, granting us unrestricted access to your relevantbusiness records and other necessary information as well as ongoing access to relevant businesssoftware, to enable us to perform our Services efficiently.6.3 Additionally, before we start, we will agree on the types of business records and other informationthat you should maintain. We will also determine the timeline for you to share these records andinformation with us, currently set out in Schedule 2.6.4 Without limiting your obligations under clauses 6.2 and 6.3, you or your Personnel will, in a timely andefficient manner:(a) Provide us with your business records, information, and answers to any questions we may haveabout your accounting in the timescales communicated to you and set out in Schedule 2. Yourfailure to adhere strictly to such dates may result in penalties, interests, costs and more, whichwe will not be liable for, and you indemnify us to the fullest extent permissible in law against anyof these financial and other penalties against you which is due to your breach of thesetimeframes or information being incorrect or incomplete;(b) Maintain and share a thorough record of all receipts, be it via credit card, bank, or cash;(c) Identify all cash receipts by source (for instance, loans,sales, etc.) and provide details on all cashbased transactions.(d) Share and link your bank accounts to the relevant software we may use from time to time orshare it electronically;(e) Share your bank deposit books and receipts with us (if applicable);(f) Keep and share a record of all payments, whether made by credit card, bank, or cash;(g) Provide relevant bank cash transfer information, both receipts and payments;(h) Keep and share all bank and credit card statements, documented cheque stubs, and cancelledcheques with us;(i) Provide us with all sales and purchase invoices with us. These should be clearly marked toindicate whether they are paid or unpaid, and if paid, the method of payment should be specified(bank, cash, credit card);(j) Provide us with copies of other essential financial documents, such assummaries of cash receiptsand sales, listings of accounts receivable and accounts payable;Page 8 of 24(k) Provide us with documentation of property and equipment transactions, including purchases,trades, sales, and other dispositions;(l) Inform us about any mortgages, pledges of business assets, personal guarantees or debts, leases,or any other data that might affect your business operations;(m) Provide us with any other financial details vital for maintaining accurate accounting records anda trial balance as detailed in Schedule 2.6.5 If you do not meet the obligations outlined in clauses 6.1 to 6.4 and Schedule 2 in a timely manner, itcould hinder our ability to provide Services. In such cases, we may either suspend our Services orterminate our engagement in addition to charging the additional fees set out.6.6 It is your responsibility to ensure that your business activities are conducted with integrity. You mustalso safeguard your business assets and take necessary steps to prevent and detect fraud and otherirregularities.6.7 You are in particularresponsible for:(a) Safeguarding and maintaining your business records, ensuring their security, and preventingfraud;(b) Making certain that all financial information, whether used by the business or for accountingrecords, is accurate and comprehensive;(c) Retaining the documentation required to validate transactions reflected in any management oraudited accounts or statutory returns;(d) Adopting solid accounting practices, maintaining an efficient accounting system, safeguardingassets, authorising transactions, and retaining supporting documentation forthese transactions;(e) Makingmanagement decisions and carrying out managerial functions;(f) Designating a skilled employee to oversee the Services we offer and evaluating the results ofthese Services;(g) Designing, maintaining, and implementing internal control systems that ensure the preparationof proper financial statements and fraud prevention;(h) Informing us of any known or suspected fraud affecting you that involves management,Personnel with significant roles in internal control, or others where the fraud might have aconsiderable impact on the financial statements;(i) Notifying us about your knowledge of any known, alleged, or suspected fraud affecting you, aswell as any allegations of fraud from Personnel, former Personnel, regulators, or others;(j) Making sure you comply with all pertinent laws and regulations.7. Fees & PaymentFeesPage 9 of 247.1 Fees may be charged as a fixed amount (per project or Package) or based on time spent, as outlined,and agreed in the Letter of Engagement. Any estimates for Ad-Hoc Services and/or Fees are based onour initial understanding of the work required and scoped specifically accordingly.7.2 We reserve the right to increase the Fees for any Services at any time with notice to you provided thatwe will not be entitled to increase the Fees on less than 30 (thirty) days prior notice.7.3 If tasks fall outside the Statement of Facts as per your Letter of Engagement or are more demandingthan anticipated, we may adjust our Fees accordingly with notice to you.7.4 In particular, our Fees will change if:(a) Your business's transactions or turnover differ by more than 10% from the information youprovided;(b) The Statement of Facts changes, necessitating work outside this initial scope we agreed andestimated for.7.5 If you have a Package, Fees will be subject to an annual adjustment in line with the RPI rate in England,with 30 (thirty) days’ notice to you for both monthly and yearly Packages.7.6 If you don't agree with the Fee changes, you may give the standard 3 (three) month cancellation noticeand exit this Agreement without penalty. If we don't hear from you within 7 (seven) days of sendingyou the new Fee changes, we will assume you accept the new Fees.7.7 For Ad-Hoc Services, we require full payment upfront, unless we agree otherwise in writing.7.8 Your invoice will include our Fees and any related expenses. We will always discuss extra costs withyou before incurring them.7.9 VAT will be payable on all Fees.