This Agreement governs the terms and conditions of your use of Whitehill Partnership LLP (Whitehill Business Services Ltd) (hereinafter referred to as the "Services" or "services") is between you ( "You," "Client," or "Client"), as an authorized Client of the Services, and Whitehill Partnership LLP (hereinafter referred to as the "Company" or "Whitehill"). Details of the Business Services are as provided in our letter of engagement to you.
1.1. The use of the Services constitutes your agreement to the terms and conditions stated in this Agreement. Each person who uses the Services, or enters into a contract (in writing or online) on behalf of their employer or other third party, represents that such person is authorized to accept these terms on their behalf. Client agrees that the Services will be used only as provided on such terms and conditions for legitimate business purposes.
1.2. In the case of any violation of these terms, the Company reserves the right to seek all remedies available by law and in equity for such violations.
2. TERMS OF AGREEMENT.
2.1.The Initial Term of this Agreement is six months commencing on the date agreed between the Client and Whitehill Partnerhip LLP, unless otherwise stated in the letter of engagement and/or order. Unless properly terminated, this Agreement will be automatically renewed and extended for successive periods of three calendar months (each a "Renewal Term") until terminated, as provided herein, by either Client or the Company. The Client may terminate Services upon expiration of the Initial Term or any Renewal Term by giving written notice of termination one month prior to the end of the existing Term. No prorated refunds shall apply and Client is still liable for any and all overage charges if applicable during final term of agreement. Client's written notice to terminate the Agreement must be sent by email or Recorded Delivery.
2.2. Written notice from the Company to terminate the Agreement shall be sent by either email to Client's email address, or by first class mail to Client's last known address on record. Upon termination of the Agreement for whatever reason, it is the Client's responsibility to notify all parties of Client's change of address and/or communications Services and, if appropriate, arrange a redirect Services for any subsequent mail. Subsequent mail received at the Business Services location will be returned to sender if applicable and all communications Services will terminate at that point. Any special agreement to extend any mail forwarding Services beyond the cancellation date will be at the sole discretion of the Company including the cost of that Services if it is to be provided.
2.3. For the Company to comply with the Money Laundering Regulations 2007 and other regulations, all clients will be verified as to their identity and may also be assessed for credit worthiness.
3. THE SERVICES.
3.1. The Company reserves the right to modify or discontinue all or part of the Services, temporarily or permanently, with or without notice to Client, and is not obligated to support or update the Services. Any amended Terms shall be effective immediately after they are posted on the Whitehill website www.whitehillbusinessservices.com.
3.2. The Company is entitled to sub-contract or appoint an agent in respect of any element of the Services. Client acknowledges and agrees that the Company shall not be liable to Client or any third party in event that the Company exercises its right to modify or discontinue all or part of the Services. The Company reserves the right to decline any Client if in its view;
3.2.1. he/she appears to be acting in breach of Money Laundering Regulations;
3.2.2. his/her accounts show irregular transactions in our opinion;
3.2.3. his/her accounts involve numerous foreign currency transactions;
3.2.4. his/her work is in our view illegal, immoral or objectionable.
4. CLIENT RATES.
4.1. The Company reserves the right, at its sole discretion, to change pricing of the Services upon thirty (30) days' notice unless otherwise states in the letter of engagement and/or the order.
5. PAYMENTS AND CHARGES.
5.1. Full payment is required once any work has been ordered, unless there is an agreement between the Company and Client to the contrary. Clients will be invoiced for work charged monthly at the end of each calendar month and payment is required by Standing Order or within 7 days. No work will be carried out whilst there is an overdue balance.
5.2. Any work already undertaken by the Company will be charged irrespective of cancellation. In the event of a Client cancelling work, a cancellation charge will be made at basic daily rates. Any discounts given will be revoked and standard fees will apply.
5.3. Travel expenses for necessary meetings and approved journeys undertaken by Company staff and associates will be charged to the Client at cost.
5.4. By electing to purchase the Services, you warrant that all information you submit is true, valid and accurate.
5.5. You agree to pay all subscription and additional usage fees you incur, plus all applicable taxes when due.
5.6. You agree to promptly notify the Company of changes to your contact details as disclosed in the order process, any credit or debit card being used for settlement of your account, your billing address and/or any bank accounts on which a standing order is in place.
5.7. Any payment received after the due date may incur a £50 late payment fee. If payment for your account is not received by the due date, you agree to pay all amounts due, including late payment fees and any external agency collection costs.
5.8. You agree to pay the Company interest of 8% per annum above the prevailing Bank of England base rate on all amounts owing and not paid within 7 days of the due date. The Company reserves the right, on account of failure to pay your account by the due date, to retain any reports, code, correspondence or telephone messages intended for the Client and terminate this agreement without notice. Such rights are in addition to and not in lieu of any other legal rights or remedies available to the Company.
6. MAIL FORWARDING.
6.1. Please note: To comply with the Money Laundering Regulations 2007, all clients will be verified as to their identity and credit worthiness. Unless otherwise agreed in advance in writing:
6.1.1. All mail delivered to Client at the Business Services address ( " the address") will be forwarded by first class Royal Mail to the address designated by Client on the Application process as soon as reasonably practicable after receipt at the Address.
6.1.2. No warranties are given regarding the availability of Company staff or representatives being available to sign for or forward mail delivered to the Address during or outside normal office hours, Monday to Friday and excluding bank holidays. Two weeks’ notice will be given should the availability of staff mean Company staff or representatives are unable to sign for mail during normal office hours.
6.1.3. Mail delivered to Client at the Address may be made available for collection, by prior written agreement, subject to modest volumes being received. Irrespective of any agreement for the Client to collect mail from the Company, the Company reserves the right to forward any mail by post or courier rather than await collection if special circumstances should make that a preferable option or if mail remains uncollected for a period of more than 6 days.
6.1.4. The cost of postage plus redirection and handling charges set out in the letter of engagement will be invoiced at the end of each calendar month and are due for settlement within 7 days.
6.1.5. In the event that mail delivered to Client at the Address is not marked in such a way that the Company is able to ascertain from the outside packaging that it is intended for Client, the Company reserves the right to open such mail to determine for whom it is intended. In the event that Client believes the Company has forward mail sent to Client at the Address in accordance with this Agreement, Client must notify the Company and the sender in writing as soon as reasonably practicable upon becoming aware of the same and, in the event that the Company has received such mail and not forwarded it, the Company will forward it to Client. The Company accepts no liability for mail that Client cannot prove has been delivered to the Address and, for the purpose of this Clause, proof of postage of mail sent to Client at the Address shall not constitute proof of delivery.
6.2. All risks in mail delivered to Client at the Address shall pass to Client immediately upon delivery to the Address and it is Client's sole responsibility to arrange for appropriate insurance cover from such time.
6.3. The Company reserve the right in its absolute discretion to withhold from forwarding and/or to pass to any relevant authority, including HM Revenue and Customs, any mail delivered to Client at the Address, without notice to Client. Client will not arrange for or permit the delivery of any noxious, harmful, illegal, deteriorating or dangerous substances to the Address and, in the event that the Company has reason to believe that any mail item delivered to Client at the Address is or may be, in any way, noxious, harmful, illegal, deteriorating or dangerous, the Company reserves the right to dispose of such mail item as the Company sees fit.
6.4. The Company reserves the right, at its sole discretion and on notice in writing to Client, to refuse delivery of and return to the sender (at Client's sole cost) or to withhold from forwarding any mail items delivered to Client at the Address that are above 5kg in weight or larger than 50cm in length or larger than 1 metre in girth or multiple deliveries such as mail promotion, marketing promotion and mail order commercial activities. In the event that the Company withholds such items from forwarding, the Company reserves the right to change any telephone number for any reason provided reasonable notice is given.
7. TELEPHONE NUMBERS AND CALL HANDLING.
7.1. The Company will, in accordance with the Business Services selected by you, provide the Client with, as appropriate, dedicated telephone number(s), forward calls to a specified telephone number(s), answer calls, take and forward messages.
7.2. Any telephone numbers issued for use by the Client will remain the property of the Company and/or their appointed Services provider. The Client will not sell or transfer (or attempt as much) any telephone number provided for their use. The Company reserves the right to change any telephone number for any reason provided reasonable notice is given.
7.3. There will be someone in the office to answer the phone and take messages between 9:00 - 17:00 Mon-Fri unless stated otherwise. Where the Services include telephone answering Service, this will be provided on a ‘best efforts’ basis and we cannot guarantee the availability of staff to deal with queries.
8. BOOKKEEPING AND ACCOUNTING SERVICES.
8.1. Please note: To comply with the Money Laundering Regulations 2007, all clients will be verified as to their identity and credit worthiness.
8.2. The Company will agree to a suitable deadline for all work undertaken, which will be subject to receiving from Client all necessary information in a timely manner. Please note the following deadlines:
8.2.1. VAT Returns: Records must be delivered to the Company by the 14th of the month in order to meet a month end deadline.
8.2.2. Payroll: information must be given to the Company at least 48 hours prior to the pay date (Bank Holidays and weekends excluded).
8.2.3. Year End Accounts: accounting records should be complete (with no missing information) and delivered to the Company within at least 6 weeks of the filing deadline at Companies House. An earlier delivery of records is preferable.
8.2.4. Self Assessment/Corporation Tax Return: accounting records should be complete (with no missing information) and delivered to the Company within at least 6 weeks of the filing deadline at Companies House. An earlier delivery of records is preferable.
8.2.5. Whilst the Company makes every effort to remind Clients about their deadlines, we cannot be held responsible for any penalties and/or fines if the Client fails to provide complete records by the deadline dates stated above. It is the Client's responsibility to ensure all returns and payments are made on time in order to avoid penalties, interest and surcharges from HMRC. The Company accepts no responsibility for the financial consequences incurred by Clients who fail to make returns and payments by the stipulated deadlines and is not responsible for communicating the precise financial liability that will be faced should failure to meet deadlines occur.
8.3. Whilst the Company offers a high standard of accuracy, the final responsibility of proof reading for any errors rests with the Client. In the event of any errors being found within 24 hours of receipt by the Client, the Company undertakes that they will be rectified free of charge. The Company will not accept any responsibility for the end use of any document they produce or edit. Clients are solely responsible for appropriate use, including abiding by copyright laws, plagiarism laws and publishing requirements.
8.4. It is the responsibility of the Client to ensure all calculations pertaining to VAT, taxes and salary are correct. The Company accepts no responsibility for returns or payments made in incorrect amounts.
8.5. We recommend that clients sending in original documents do so using a reliable tracing method such as Royal Mail Special Delivery or Recorded Delivery.
8.6. All work completed by the Company will be returned to the Client by normal postage. However, if the Client desires, arrangements can be made to use Recorded Delivery and the postage costs for this will be passed on to the Client.
9. WEB SITE DESIGN AND DEVELOPMENT.
9.1. Deliverables and payments for the work to be undertaken will be detailed in the letter of engagement supplied to the Client. Once development work has begun, changes and additions to the required tasks will only be accepted by negotiation with the Company.
9.2. The duration of a project will be as defined in the letter of engagement supplied to the Client. Extensions to this timeframe caused by non-delivery of materials or non-completion of agreed tasks by the Client as specified in the schedule may result in additional charges by the Company, such charges to be agreed in writing at each payments stage specified in the schedule.
9.3. If extensions to the agreed timescale become necessary due to the non-delivery by the Client of agreed content, assets, sign-offs or other necessary components on or before the deadline dates specified in the schedule supplied, the Company reserves the right to invoice pro-rata for work carried out up to the agreed payment date.
9.4. It shall be the responsibility of the Client to ensure that all data and content supplied to the Company are legally permitted for use, and that any restrictions on use or necessary copyright notices are notified in writing to the Company. The Company accepts no liability for breach of copyright or other intellectual rights on data included in the finished product.
9.5. It shall be the responsibility of the Company to ensure that all software and screen design elements used within the developed product are legally permitted for use, and that any restrictions on use or necessary copyright notices or licence requirements are notified in writing to the Client.
9.6. Staged development will result in deliverables as specified in the schedule supplied to the Client. Payment for each stage will be due on delivery.
9.7. Whilst the Company will take all necessary steps to ensure that delivered applications are complete and bug free, final testing and approval of the delivered product shall be the responsibility of the Client.
9.8. On release of the website, the Company will undertake second-line technical support of the product for a period of six months; in no circumstances will the Company be involved in direct customer support.
9.9. The completed project may include executable code from other sources. The Company will ensure that it has the rights to use such code. In addition, where it is required that this code be distributed to the end-Client, then the Company will ensure that it has the necessary rights to grant the necessary licence.
9.10. The Company will be appropriately acknowledged within the product and associated documentation as designers and software developers of the product.
9.11. The Company may provide web site hosting Services to the Client. The Company does not provide in-house hosting Services but will contract with a third party to provide these and the terms and conditions of supply will be those of the third party. These will be made available to the Client when hosting Services are provided. The Company will in no circumstances be liable for loss of business due to the failure of a hosting provider to meet its obligations, or the hosting provider refusing to provide hosting Services to the Client for any reason.
9.12. The Company may provide web domain registration Services to the Client. The Company will contract with a third party to register the domain in the name of the Client and, before this is done, will make the Client aware of the proposed domain registration provider and the relevant contractual terms and conditions. At the request of the Client and by agreement the Company may act as the purchaser and registered holder of the domain. The Company will not in any circumstances be liable for any failure by the Client to observe the terms and conditions of the domain registrar, nor any loss of Services due to a registrar failing to meet its obligations.
10. QUICKBOOKS ONLINE SUBSCRIPTIONS.
10.1. Use of the software is subject to Intuit’s Terms and Conditions for QuickBooks online subscriptions which can be found at https://quickbooks.intuit.com/uk/terms-of-service/
10.2. Training and support is not included by us, unless otherwise specified. Support and video training by Intuit is included.
10.3. Under no circumstances are we liable for any delay or failure to provide the Services when caused by the failure of the hosting provider, Intuit, to meet its obligations.
10.4. Payment is required monthly in advance. Subscriptions can be cancelled by providing us with one month’s written notice of cancellation.
11. SECURITY AND WEB LINKS.
11.1. All incoming e-mails and files will be scanned by the Company using anti-virus software. Every effort is made to ensure systems are virus free. Any attachments to e-mails are believed to be free from viruses. However, it is the Client's responsibility to carry out all necessary checks before opening them and the Company accepts no liability in connection therewith. The Company will also make every effort to ensure that Client's data is secure and we will perform regular system backups. However, it is suggested that clients make their own copies of any work completed for them as back-up files are kept for a short period of time.
11.2. The Company's web site, Services or supplied websites may provide links to other websites or resources. The Client agrees that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, products or Services available on such external sites or resources.
12. INTELLECTUAL PROPERTY RIGHTS.
12.1. Client acknowledges that content, including but not limited to policy information, text, software, music, sound, photographs, video, graphics, the arrangement of text and images, commercially produced information, and other material contained on the Whitehill Site or through the Services is protected by copyright, trademarks, Service marks, patents or other proprietary agreements and laws and Client is only permitted to use the content as expressly authorised by the Company. These Terms do not transfer any right, title, or interest in the Services, Site or the content to Client, and client may not copy, reproduce, distribute, or create derivative works from this Content without express authorisation by the Company. Client agrees not to use or divulge to others any information designated by the Company as proprietary or confidential. Any unauthorised use of any Content contained on the Site or through the Services may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. Except as specifically permitted herein, no portion of the information on the Whitehill site may be reproduced. Any unauthorized use of any Content contained on the Site or through the Services may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. Except as specifically permitted herein, no portion of the information on the Whitehill site or other communications may be reproduced in any form, or by any means, without prior written permission from the Company. The Client is not permitted to modify, distribute, publish, transmit or create derivative works of any material for any public, personal or commercial purposes.
12.2. Where the Company delivers web site design and/or development Services, all intellectual property rights associated with any original computer software source code developed under this agreement remain the property of the Company. The Client will be granted a royalty free, non-exclusive, irrevocable licence to reproduce, publish and use it, in part or in whole, for subsequent development of the product(s) covered by the agreement. A copy of the source code, together with its associated documentation, will be retained by both parties at the end of the contract period. The intellectual property rights associated with the Client interface, screen designs and the overall ‘look and feel’ of the product will become the property of the Client.
13.1. "Company Trademarks" means all names, marks, brands, logos, designs, trade dress and other designations the Company uses in connection with the Services. Client acknowledges the Company' rights to the Company Trademarks and agrees that any and all use of the Company Trademarks by Client shall inure to the sole benefit of the Company.
14.1. Client expressly agrees that use of the Whitehill Services are at Client's sole risk. The Services are provided on an "as is", "as available" basis. The Company expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement as well as all warranties arising by usage of trade, course of dealing or course of performance.
14.2. The Company makes no warranty that the Whitehill site or Services will meet Client's requirements, or that the site or Services will be uninterrupted, timely, secure, error free or virus-free nor does the Company make any warranty as to the results that may be obtained from the use of the site or the Services or that defects in the Services will be corrected. Client understands and agrees that any material or data downloaded or otherwise obtained through the use of the site or Services is done at Client's own discretion and risk and that Client will be solely responsible for any damage to Client's computer system or loss of data that results from the download or use of such material or data. Some jurisdictions do not allow the exclusion of certain warranties under certain circumstances; consequently, some of the above exclusions may not apply to Client, in whole or in part.
15. LIMIT OF LIABILITY.
15.1. As a condition of use of the Services, and in consideration of the Services provided by the Company, Client agrees that neither the Company, nor any officer, affiliate, director, shareholder, agent, contractor or employee of the Company (the "Company Affiliates"), will be liable to Client or any third party for any direct, indirect, incidental, special, punitive, or consequential damages, loss of profits, loss of earnings, loss of business opportunities, damages, expenses, or costs resulting directly or indirectly from, or otherwise arising in connection with the Services, Site or Content; including but not limited to any of the following: Reliance, Termination, Infringement, Force Majeure.
15.2. The limitations set forth in this section apply to acts, omissions, negligence, and gross negligence of Company and/or the Company Affiliates, which, but for this provision, would give rise to course of action in contract, or any other legal doctrine.
15.3. The Company shall not be liable for any direct, indirect, incidental, punitive, special, multiple, or consequential damages resulting from the use or inability to use the Services or for cost of procurement or substitute goods and Services or resulting from any products or Services purchased or obtained through the site including loss of profits, use, data or intangible property, even if the Company has been advised of the possibility of such damages.
15.4. The entire liability of the Company and Your exclusive remedy with respect to the use of the site and Services are limited to the lesser of (1) the amount actually paid by you for the Services during the three (3) months preceding the date of Your claim; or (2) UK £500.00. obligations, liabilities and claims in excess of this limitation.
16. NO RESALE
16.1. Client agrees not to reproduce, duplicate, copy, sell resell, exploit or make any commercial use of or access to the Services, without the express written consent of the Company.
17. LAWFUL USE
17.1. Client agrees that use of the site and Services is subject to all applicable national, state, and local laws and regulations, and that Client is solely responsible for the contents of its communications through the Services.
18.1. Client will defend, indemnify and hold harmless the Company and the Company Affiliates, and their respective successors and permitted assigns, from and against any claim, suit, demand, loss, damage, expense (including fees and costs) or liability that may result from, arise out of or relate to:
18.1.1 acts or omissions by Client arising out of or in connection with this Agreement;
18.1.2 intentional or negligent violations by Client of any applicable laws or governmental regulation,
18.1.3. contractual relations between the Client and a third party; or
18.1.4. infringement of intellectual property rights including, but not limited to, rights relating to patent and copyright.
18.2 Client acknowledges that the Company has no control over the content of information transmitted by Client or Client's customers and that the Company does not examine the use to which Client or Client's customers put the Services or the nature of the information Client or Clients customers send or receive. Client hereby indemnifies and holds harmless the Company and Company Affiliates from any and all loss, cost, damage, expense, or liability relating to or arising out of the transmission, reception, and/or content of information of whatever nature transmitted or received by Client or Clients.
19.1. The Company may terminate or suspend access to the Services or Site with or without cause at any time and effective immediately. Reasons for termination or suspension shall include, but are not limited to, the following: inactivity of the Client; violation of any terms listed in this Agreement; or failure to pay for Services.
19.2. The Company shall not be liable to Client or any third party for termination of the Services or Site.
19.3. In the event of Client default, Client agrees to pay all costs, expenses and legal fees expended by the Company in enforcing this Agreement or collecting any sums due hereunder both in and out of bankruptcy and before and after judgment.
20.1. In the event that any provision of the Terms shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of the Terms. The Company's failure to act with respect to a breach by Client or others does not waive its right to act with respect to subsequent or similar breaches.
21.1. This Agreement shall be construed in accordance with English law and shall be subject to the exclusive jurisdiction of the English courts.