Bookkeeping terms and conditions

Bookkeeping terms and conditions contents

LETTER OF ENGAGEMENT

1. Definitions: definitions.
2. Term: commencement of term; end of term (indefinite).
3. Services: obligation to provide services; standard of bookkeeping services; devotion of personnel to services; keeping customer informed of services; handling of deliverables and second party materials; limitations on accountancy-related liabilities.
4. Professional obligations: conflicts of interest subject to professional rules; scope of
   Bookkeeper
   expertise; declining to perform services for lack of qualifications etc; conflicts of interest subject to professional rules; obligation to notify
   the Client
   for late performance; regulatory disclosures and tipping off.
5. Deliverables: obligation to deliver deliverables; feedback on deliverables; timetable for delivery of deliverables; deliverables warranties.
6. Client
   Materials: supply of second party materials; licence of
   Client
   materials; warranties relating to second party materials.
7. Intellectual Property Rights: assignment of intellectual property rights in deliverables; licence to use deliverables; licensing of third party materials; waiver of moral rights in deliverables; further assurance (intellectual property).
8. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
9. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
10. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
11. Suspension of Services: suspension of services.
12. 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.
13. 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 by 
    the Bookkeeper
     (GDPR); duration of personal data processing by
    Bookkeeper
    (GDPR); personal data processed by
    Bookkeeper
    on instructions (GDPR); authorised international transfers of personal data (GDPR); informing 
    Client
     of illegal instructions (GDPR); personal data processed by
    Bookkeeper
    as required by law (GDPR); confidentiality obligations on
    Bookkeeper
     persons processing personal data (GDPR); security of personal data processed by 
    Bookkeeper
     (GDPR); appointment of sub-processor by
    Bookkeeper
    (GDPR); authorisation for
    Bookkeeper
    to appoint sub-processors (GDPR);
    Bookkeeper
     to assist with exercise of data subject rights (GDPR);
    Bookkeeper
     to assist with compliance (GDPR); obligation to notify 
    Client
    of personal data breach (GDPR);
    Bookkeeper
     to provide data protection compliance information (GDPR); deletion of personal data by 
    Bookkeeper
     (GDPR);
    Bookkeeper
     to allow audit (GDPR); changes to data protection law.
14. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
15. Indemnity: first party indemnifies second party upon breach (deliverables); conditions upon first party indemnity; limitations of liability vs indemnities.
16. Professional indemnity insurance: obligation to maintain professional indemnity insurance.
17. 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.
18. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
19. Termination: termination by either party without cause; termination by either party upon breach; termination upon insolvency; termination upon non-payment.
20. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
21. Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party.
22. Status of
    Bookkeeper
    : first party is independent contractor not employee; no redundancy or compensation.
23. Notices: contractual notices must be in writing; methods and deemed receipt of contractual notices; substitute contact details for notices.
24. Subcontracting: subcontracting permitted.
25. General: no waiver; severability; variation written and signed; asymmetric assignment of contractual rights; no third party rights; entire agreement (commercial terms); governing law; exclusive jurisdiction.
26. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.