Bookkeeping terms and conditions
These T&Cs are designed for a bookkeeping services business to use as its standard terms of trading.
The T&Cs are, as at the date of drafting, broadly consistent with the codes of ethics and rules promulgated by the principal bookkeeping industry bodies in the UK, namely the Institute of Certified Bookkeepers (ICB), the International Association of Book-keepers (IAB) and the Association of Accounting Technicians (AAT). Of course, those bodies to place many other obligations upon members which are not highlighted or referred to in these T&Cs.
These T&Cs are not suitable for use in relation to business-to-consumer (B2C) contracts.
The T&Cs include an optional data processing clause, designed to help the parties to comply with the GDPR.Ask about this document
Bookkeeping terms and conditions contents
- Definitions: definitions.
Term: commencement of term; end of term: indefinite, or deliverables delivered, services completed and payment made; each contract distinct.
- Services: obligation to provide services; standard of bookkeeping services; devotion of personnel to services; keeping customer informed of services; services: compliance with reasonable customer requests; handling of deliverables and second party materials; limitations on accountancy-related liabilities.
- Deliverables: obligation to deliver deliverables; feedback on deliverables; timetable for delivery of deliverables; deliverables warranties.
- ClientMaterials: supply of second party materials; licence of second party materials; warranties relating to second party materials.
Intellectual Property Rights: assignment of intellectual property rights in deliverables.
- Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
- Timesheets: obligation to keep timesheets; obligation to supply timesheets.
- Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
- Bookkeeper's confidentiality obligations: first party confidentiality undertaking; disclosure of confidential information by first party to certain persons; exceptions to first party's confidentiality obligations; disclosures of second party confidential information mandated by law etc; first party to stop using confidential information upon termination; first party to return or destroy confidential information following termination; first party confidentiality obligations after termination.
- Bookkeeper's publicity obligations: no public disclosures by first party; permitted public disclosures by first party.
- Data protection: compliance with data protection laws; warranty of Client's right to disclose personal data (GDPR); details of personal data and purposes of processing bythe Bookkeeper(GDPR); duration of personal data processing byBookkeeper(GDPR); personal data processed byBookkeeperon instructions (GDPR); personal data processed byBookkeeperas required by law (GDPR); confidentiality obligations onBookkeeperpersons processing personal data (GDPR); security of personal data processed byBookkeeper(GDPR); appointment of sub-processor byBookkeeper(GDPR); authorisation forBookkeeperto appoint sub-processors (GDPR);Bookkeeperto assist with exercise of data subject rights (GDPR);Bookkeeperto assist with compliance (GDPR);Bookkeeperto provide information (GDPR); deletion of personal data byBookkeeper(GDPR);Bookkeeperto allow audit (GDPR); changes to data protection law.
- Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
- Indemnity: first party indemnifies second party upon breach (deliverables); conditions upon first party indemnity; limitations of liability vs indemnities.
- Professional indemnity insurance: obligation to maintain professional indemnity insurance.
- Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
- Termination: termination without cause (optionally assymetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
- Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party.
- Status of Bookkeeper: first party is independent contractor not employee; no redundancy or compensation.
- Notices: contractual notices must be in writing; methods and deemed receipt of contractual notices; substitute contact details for notices.
- Subcontracting: subcontracting permitted.
- General: no waiver; severability; variation written and signed; assymetric assignment of contractual rights (B2C); no third party rights; entire agreement (with statement of work); governing law; exclusive jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
STATEMENT OF WORK