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Accountancy Services Agreement

Terms of Engagement for Limited Companies

Parties to this Agreement

PARTIES TO THIS AGREEMENT

Service Provider

Sparks Accounting Ltd, a company incorporated in England and Wales under company number 10507277, with its registered office at 67 Meridian Centre, Havant, England, PO9 1UN (hereinafter referred to as "we", "us", "our" or "Sparks").

Client

The company identified in the online acceptance form is the client for company services. A director receiving personal services under clause 1 is a separate client for those services. “You”, “your” and the “Client” refer to the company or the individual director, as applicable to the relevant services. The client details recorded in the applicable acceptance form are incorporated into this Agreement.

Sparks and each Client are the parties to their respective engagement under this Agreement. Acceptance is governed by clause 15.

1. Services We Provide

We will provide the services or accounting package specified in the email sent to you before your online acceptance of this Agreement, confirming the services or accounting package you selected and the agreed fees. Those details, including any stated limitations or exclusions, form part of this Agreement. Any general service or package list attached to that email is for reference only; only the services expressly included in your agreed package or otherwise specified as selected in that email are covered by this engagement.

Where the email includes personal services for a named director, including Self Assessment, we act for that director personally in relation to those services, separately from our engagement with the company. This applies whether the services are included in our accounting packages or charged separately.

We will keep you informed of any significant matters arising while providing our services and let you know when we require further information or action from you.

2. Client Responsibilities

You are responsible for:

Providing complete, accurate and timely information and documents;

Maintaining appropriate and adequate accounting records;

Informing us promptly of any material changes to your business activities, financial position or tax affairs;

Paying the fees for which you are responsible under clause 5.

Documents prepared for submission must be reviewed and approved by the relevant Client before submission to HM Revenue & Customs (“HMRC”), Companies House or another authority. You remain responsible for your own records, tax affairs and statutory obligations. This does not remove our responsibility to perform the agreed services with reasonable professional skill and care.

3. Deadlines and Information

You must provide the documents and information we require by the date communicated to you.

Document Submission Deadlines

The following document submission deadlines apply only to services included in our agreed scope. Any alternative deadline must be agreed in writing. These are our deadlines for receiving information, not statutory filing deadlines.

Late, incomplete or inaccurate information may affect our ability to complete the work or meet filing deadlines. Our responsibility for resulting losses is addressed in clause 9.

  • Directors’ Self Assessment: All required information and supporting documents must reach us by 31 December following the relevant tax year, or one calendar month before any earlier applicable HMRC filing deadline. We will notify you in writing if an earlier deadline applies.
  • Annual Accounts: We will commence requesting the necessary documentation promptly upon the close of the relevant financial year. All required information and supporting documents must be received by us no later than one calendar month prior to the applicable statutory filing deadline.
  • VAT Returns: by the 15th day of the month following the end of the relevant VAT period;
  • CIS Returns: by the 12th day of the month following the end of the relevant CIS period;
  • Monthly Payroll: by the 20th day of each month;
  • Weekly Payroll: by 12:00 noon on Wednesday of the current working week, in order to process payroll in respect of the preceding week;
  • Making Tax Digital (MTD): by the 15th day of the month following the end of the relevant reporting period.

4. Professional Standards

We will provide the agreed services with reasonable professional skill and care, and in accordance with applicable professional, ethical and regulatory standards and requirements.

Our work is carried out on the basis of the information and documents provided by you. We cannot guarantee any particular tax outcome, level of tax saving or financial result.

5. Fees and Payment

Our fees and the party responsible for paying them are set out in the email referred to in clause 1.

Monthly company services are normally invoiced on the 2nd or 10th of each month, with payment due by the 25th of that month unless otherwise agreed in writing. One-off company services are normally invoiced in advance and are payable before work begins.

Where a director’s personal services are expressly included in an agreed accounting package, the package payment terms apply and no separate fee is payable for those included services. Personal services not included in our accounting packages are payable in full before work begins. An invoice for separately charged personal services will be provided upon request or where required by law.

We may revise fees for ongoing services to reflect demonstrable changes in the volume or complexity of the work within the agreed scope, or changes in legal or regulatory requirements that affect the cost of providing those services. Any increase will be proportionate to the resulting additional work or cost.

We will give you at least 30 days’ notice by email, stating the revised fee, the reason and basis for the change, and its effective date. No further acceptance is required for a revision made in accordance with this clause.

If you do not accept the revised fee, you may terminate the affected services by notifying us before the change takes effect. Termination will take effect immediately before that date, without a termination charge and notwithstanding the notice period in clause 12. Existing fees will apply until termination, and amounts properly due for services already provided remain payable.

Fee revisions will not apply retrospectively or alter an agreed fixed fee for a one-off service. Additional services and their fees must be agreed in writing with the Client receiving them before work begins. Agreement may be recorded by email or electronic acceptance. Unless otherwise agreed, this Agreement applies to those services.

For overdue company invoices, we may charge a reasonable administration fee reflecting the actual costs of dealing with the late payment, capped at £24 per overdue invoice. Suspension is governed by clause 12.

6. Communication

We may communicate with you by post, email, telephone, or any other communication system used by Sparks.

You must regularly monitor the email address you have provided to us and you must respond to our requests within a reasonable time, particularly where they relate to a statutory or regulatory deadline.

Please be aware that our response times may be longer during busy periods or in the lead-up to tax filing deadlines.

7. Data Protection and Confidentiality

We will process your personal data in accordance with the UK General Data Protection Regulation ("UK GDPR"), the Data Protection Act 2018 and all other applicable data protection legislation.

We will maintain in strict confidence all information provided by you in connection with this Agreement, except where disclosure is required or permitted by law, regulation or our professional obligations.

Further details regarding how we collect, use and protect your personal data are set out in our Privacy Policy, available on our website.

Including personal services in a company accounting package, or payment by the company, does not by itself authorise us to disclose the director’s confidential personal information to the company or other directors.

8. Anti-Money Laundering (AML)

Sparks is subject to the legal obligations applicable to accountancy firms under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) ("the MLRs"), the Proceeds of Crime Act 2002, and all other applicable anti-money laundering and counter-terrorist financing legislation.

We are required to carry out customer due diligence checks and to request documents and information for the purposes of verifying your identity, the identity of any beneficial owners and, where applicable, other relevant persons, as well as information regarding the nature and purpose of the business relationship.

Specifically, we will request:

Proof of identity: a valid photographic identity document (passport or UK driving licence); and

Proof of address: a P60, bank statement, utility bill or Council Tax bill.

We are required to maintain relevant records and, where required by law, to report suspicions to the relevant authorities (including the National Crime Agency ("NCA")). In certain circumstances, the law may prohibit us from informing you of the existence or content of any such report or of certain checks carried out ("tipping off").

If we cannot complete the necessary due diligence checks, we will not begin the affected services. Suspension or termination of an existing engagement is governed by clause 12.

9. Our Liability

We are not responsible for losses, penalties, interest, fines or additional costs to the extent caused by the following matters, except to the extent that our own breach of this Agreement, negligence or failure to exercise reasonable professional skill and care contributed to the loss:

Information, documents or approvals that are missing, inaccurate, incomplete or provided late;

Submissions, amendments or instructions made by you or another adviser without our involvement, where these affect the work we have agreed to perform;

Decisions made by you or on your behalf;

Changes in legislation or regulation occurring after the completion of our services; or

Your decision not to follow our professional advice or recommendations.

Nothing in this Agreement excludes or restricts liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability or statutory right that cannot lawfully be excluded or restricted.

10. Conflicts of Interest, Conduct and Right to Decline Services

Where a conflict of interest arises between clients, including between the company and a director, we will assess whether we can continue acting in accordance with our professional obligations.

We may implement appropriate safeguards or decline the affected work. Any suspension or termination of an existing engagement is governed by clause 12.

We expect respectful and professional communication with our team. Aggressive, threatening or abusive conduct may lead to restrictions on communication or suspension or termination under clause 12.

11. Suggestions and Complaints

If you have any concern, dissatisfaction or complaint regarding our services, we ask that you contact us as soon as possible so that we may understand the situation and address it appropriately.

Our procedure is designed, in the first instance, to identify and understand the situation, assess the relevant circumstances and, where possible, reach a suitable and amicable resolution. We encourage open and transparent communication so that any issue can be clarified and resolved as efficiently as possible.

Suggestions, concerns and any dissatisfaction may be directed to our dedicated email address: yourvoice@sparks2.co.uk. In the event that the matter cannot be resolved informally, you may submit a formal written complaint to the same address.

12. Suspension and Termination of Services

Sparks or the relevant Client may terminate their engagement by giving at least 30 days’ written notice, subject to clauses 5 and 14 and any applicable statutory cancellation rights set out below. Ending the company’s engagement does not automatically end a director’s personal engagement, or vice versa.

We may suspend affected services after giving written notice where payment required under clause 5 has not been received, necessary information or documents have not been provided, or a legal or professional obligation prevents us from continuing. We will not begin services for which an upfront payment remains outstanding.

We may terminate the affected engagement with immediate effect where required by law or our professional obligations, including where a conflict cannot appropriately be managed, or in the event of serious or persistent non-payment, fraud, suspected money laundering or other unlawful activity, refusal to provide required AML information, or abusive or threatening conduct towards our team.

Termination does not affect amounts properly due for services already provided. We will refund advance payments for services not provided, after deducting only amounts properly due for work performed and any lawful, expressly agreed cancellation charges. No cancellation charge applies to termination under clauses 5 or 14. Statutory consumer cancellation rights take priority.

We will provide or return documents to which you are entitled in accordance with our legal and professional obligations. We will not withhold documents where doing so would breach those obligations.

If an accounting package ends, we will agree to any separate fees for future personal services before carrying out further chargeable work. Ending the accounting package does not retrospectively create a separate charge for services already included.

Consumer cancellation rights

If you are an individual acting wholly or mainly outside your trade, business, craft or profession and enter into this Agreement online, you may cancel your personal engagement without giving a reason within 14 days after the day the contract is concluded. This right takes priority over the 30-day notice period above.

To cancel, send a clear statement to info@sparks2.co.uk or Sparks Accounting Ltd, 67 Meridian Centre, Havant, England, PO9 1UN before the cancellation period expires. You may use the model cancellation form below, but you do not have to.

We will start services during the cancellation period only at your express request. If you then cancel, you must pay only a proportionate amount for services supplied up to cancellation, where the law permits. You lose the cancellation right only once the service has been fully performed following your express request and your acknowledgement that full performance ends that right.

We will reimburse payments due to you without undue delay and no later than 14 days after you tell us you are cancelling, using the original payment method unless you expressly agree otherwise, without a refund fee. Any lawful proportionate charge for services supplied will be deducted.

Model cancellation form: To Sparks Accounting Ltd, 67 Meridian Centre, Havant, England, PO9 1UN; info@sparks2.co.uk. I/We hereby give notice that I/We cancel my/our contract for the supply of the following service: ______. Ordered on: ______. Name of consumer(s): ______. Address of consumer(s): ______. Signature of consumer(s) (only if submitted on paper): ______. Date: ______.

13. Dormant Relationship

Inactivity alone does not end an engagement for annual or other recurring services. Where no work or continuing obligations remain, we may close an inactive engagement by giving written notice in accordance with clause 12.

If you later request further services, we will agree to the scope and fees before work begins. Updated terms and further AML checks may be required.

14. Amendments and Governing Law

We may update this Agreement where reasonably necessary to reflect changes in law, regulatory requirements or administrative procedures. Administrative changes must not materially reduce your rights, increase your obligations or change the agreed scope of services. Fee revisions are governed by clause 5.

We will give you at least 30 days’ notice by email, explaining the changes, the reasons for them and their effective date, and providing a copy of the revised Agreement. Changes permitted by this clause will take effect on the stated date without further acceptance.

If you do not accept a change affecting your engagement, you may terminate that engagement by notifying us before the change takes effect. Termination will take effect immediately before that date, without a termination charge and notwithstanding the notice period in clause 12. Amounts properly due for services already provided remain payable.

Changes outside the scope of this clause or clause 5 require agreement in writing, which may be recorded by email or electronic acceptance.

This Agreement is governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction, except that, where you are a consumer, nothing in this Agreement limits any mandatory legal protections or rights you have to bring proceedings in another court.

15. ELECTRONIC ACCEPTANCE

By ticking the applicable acceptance box and submitting our online form, you accept this Agreement and the services and fees specified in the email referred to in clause 1, in the capacity stated in the form. If accepting for the company, you confirm that you are authorised to bind it. Each director receiving personal services must also accept in their personal capacity.

This Agreement takes effect for each Client when the applicable acceptance box is ticked and the form is submitted. No further confirmation from Sparks is required. We will email each Client a personalised copy of this Agreement for their records, identifying the email referred to in clause 1 applicable to their services. No handwritten signature is required.