Surrey Hills Accountancy Ltd (The Company User Agreement)
- Services – This Agreement sets out the terms on which the Company agrees to: (i) provide to Customer the services more particularly described on the engagement letter.
- Term – This Agreement shall be effective commencing on the Effective Date stated on the Engagement Letter for the Initial Term and any Extension Terms specified on the Engagement Letter.
- Services – The Company will provide the Services using appropriately skilled and competent consultants, and Services will be performed and delivered in a professional and workmanlike manner.
- Fees – Customer agrees to pay the fees specified in the Engagement Letter schedule, together with VAT. Customer must pay the Fees to the Company or the Collection Agent specified on the Invoice by the payment method defined. All sums payable and to become payable by Customer under this Agreement shall be paid in full on the due dates for payment without any deduction, set-off or counterclaim, unless expressly permitted by this Agreement.
- Default Interest and late payment fees – If the Customer fails to pay Surrey Hills Accountancy Ltd any sum due pursuant to the Agreement, which has not been disputed or has otherwise not been properly received by the Customer, the Customer shall be liable to pay interest to Surrey Hills Accountancy Ltd on such sum from the due date for payment at the annual rate of 3% above the Bank of England’s base lending rate, accruing on a daily basis until payment is made.
- Termination – If any of the following events occurs then Customer shall be deemed to have repudiated this Agreement and the Company shall be entitled to terminate it and/or the provision of the Services forthwith:(a) Customer fails to pay any Fee or other amount payable under this Agreement within fourteen (14) days from the due date for payment; (b) above; and (c) the Customer breaches any other of its other obligations under this Agreement, and fails to remedy the same within fourteen (14) days after written notice from the Company requiring the same to be remedied. If any of the above events of default occurs then, instead of terminating this Agreement and the Services, the Company may at its option arrange for the Services to be suspended until such time as the relevant event of default has been remedied to the satisfaction of the Company.
- Effect of Termination – If this Agreement and/or the provision of the Services is terminated for any reason:
(i) the Customer shall immediately pay to the Company any arrears of Fees and other sums which have accrued due for payment under this Agreement as at the date of termination; and
(ii) Customer shall immediately cease its use of the related Services; and
(iii) Customer shall, at the Company’s sole option, return or destroy (to the extent technically practicable) all of the Company’s Confidential Information; and, if the Company opts for anything to be destroyed (to the extent technically practicable), Customer shall deliver to the Company the written certificate of a duly authorised officer of Customer confirming that it has done so.
Company shall destroy (to the extent technically practicable) all of the Customer’s Confidential Information; and shall deliver to the Customer a written certificate of a duly authorised officer of the Company confirming that it has done so.
- Limitation of Liability – In no event (death or personal injury excepted) will the Company be liable to Customer for any indirect, incidental or consequential damages, or loss of profit, even if the Company has been advised of the possibility of such damages. The Company’s liability to Customer for any other loss or damage from any cause whatsoever, regardless of the form of the action, will be strictly limited to the Fees paid for the prior 12 months.
- Confidential Information – Customer and Company shall use the same care and discretion, but in no event less than reasonable care and discretion, to prevent disclosure, publication or dissemination of any information made available by the one party to the other from time to time or which either party specifies is confidential (Confidential Information) as it employs with similar information of its own; and shall not use, reproduce, distribute, disclose or otherwise disseminate the Confidential Information except as required by law and regulation.
- Assignment – This Agreement and the rights hereunder are personal to Customer and are not transferable or assignable by Customer without the prior written consent of the Company. Customer acknowledges that the Company may assign its rights to payment under this Agreement to a third party (Assignee). The Assignee shall not be liable for the performance of the Services or any of the Company’s obligations under this Agreement.
- Governing Law – This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby agree to submit to the exclusive jurisdiction of the English courts over any claim or matter arising under or in connection with this Agreement.
- Entire Agreement – This Agreement and all attached schedules and appendices constitute the entire agreement between the Company and the Customer regarding its subject matter and all prior agreements, both oral and written, between the parties on this subject matter are cancelled, replaced and superseded by this Agreement.