1 INTERPRETATION
| 1.1 | In these Conditions the following words have the following meanings: | ||||||||||||||||||||||
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| 1.2 | In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced. |
2. APPLICATION OF TERMS
| 2.1 | These Conditions and any applicable Special Conditions are the only conditions upon which the Company is prepared to deal with the Customer and they shall govern all Contracts between the parties to the entire exclusion of all other terms or conditions. |
| 2.2 | Each Order for Services shall be deemed to be an offer by the Customer to acquire Services subject to these Conditions and any applicable Special Conditions and no Order shall be deemed to be accepted until the Company accepts the offer either: (a) expressly by giving notice of acceptance in the form of an acknowledgement of order or similar document; or (b) impliedly by commencing provision of the Services. |
| 2.3 | No terms or conditions endorsed upon, delivered with or contained in the Customer’s purchase order, confirmation of order, specification or other document will form part of the Contract and the Customer waives any right which it otherwise might have to rely on such terms and conditions. |
| 2.4 | Any Quotation is valid for a period of 30 days only from its date. For the avoidance of doubt, a Quotation does not constitute an offer capable of acceptance by the Customer and Contracts may only come into existence in accordance with Condition 2.2. |
3. SERVICE
| 3.1 | Formatting of Word with embedded Excel or PDF documents in preparation of the tagging exercise; |
| 3.2 | Full mapping of the appropriate taxonomies and industry extensions on to the accounts; |
| 3.3 | Comprehensive review and validation of the iXBRL instance documents; |
| 3.4 | Liaison with you throughout the process in respect of any management queries; |
| 3.5 | Provision of the accounts in final format with appropriate guidance. |
4. SUPPLY OF THE SERIVCES
| 4.1 | The Company shall perform the Services with reasonable care and skill and, so far as is reasonably possible, in accordance with any timescales set out in the Quotation. |
| 4.2 | The Customer shall at its own expense supply the Company with all Materials relating to the Services, within sufficient time to enable the Company to provide the Services in accordance with any timescales set out in the Quotation. |
| 4.3 | The Company may at any time without notifying the Customer make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Services. |
5. OUR ASSUMPTIONS
| 5.1 | Tagging will be for HMRC purposes only and will follow the minimum tagging requirements for the particular year(s) covered by the scope of services; |
| 5.2 | There are no significant changes to the structure of the statutory accounts between years; |
| 5.3 | Accounts are provided by you in either Word with embedded Excel or PDF; |
| 5.4 | The iXBRL instance documents are prepared for filing to HMRC and may not be valid against Companies House requirements; |
| 5.5 | A single review cycle is expected with a single cycle review constituting the delivery by you to us of the Accounts, our tagging of the accounts together with other services detailed in clause 3 and the delivery of the items set out in clause 6 and your review of the items set out in clause 6 and any further changes we need to make following your review; |
| 5.6 | The quote has been based upon the information provided about the number and complexity of statutory accounts as set out above. In preparing our pricing we have not reviewed each set of accounts and reserve the right to alter the quote to reflect their actual nature. |
6. DELIVERABLES
You will receive the following deliverables from us via our secure web-based workflow system ServiceTrack:
| 6.1 | The iXBRL instance documents ready for submission to HMRC. ‘Browsable’ versions of the iXBRL instance files will be provided to aid review; |
| 6.2 | A Tagging report detailing the decisions made when converting your accounts and the significant judgments taken by the conversion team. This will include any queries or issues identified during the process; |
| 6.3 | A report which shows the results of the review procedures we have undertaken on your behalf and our conclusions in that respect |
7. QUALITY ASSURANCE
| 7.1 | Testing against HMRC gateway requirements to ensure that the iXBRL instance document is a valid HMRC submission; |
| 7.2 | Automated ‘post-tagging’ reviews to confirm the accuracy and consistency of the iXBRL instance documents against the relevant taxonomies, industry extensions and HMRC tagging guidelines; |
| 7.3 | Manual reviews to confirm that the visual representation of the iXBRL documents are reasonable reproductions of the accounts; |
| 7.4 | Cross checking of common iXBRL data in the accounts and tax compliance files (subject to their availability in iXBRL format); |
| 7.5 | All checks are carried out by our team of iXBRL and accounting professionals |
8. CHARGES
| 8.1 | The Customer shall pay the Company’s charges, which shall be in accordance with the standard price list or specific quote submitted (together with any applicable Value Added Tax, and without any set off or other deduction) prior to the delivery of the “service”. Payment will be made by Credit/Debit card or by interbank transfer and this will be prescribed by the Company on registration of the client to servicetrack (Online Ordering System). |
| 8.2 | Unless provided otherwise in the Quotation, all charges quoted to the Customer for the provision of the Services are exclusive of any Value Added Tax, for which the Customer shall be additionally liable at the applicable rate from time to time. |
| 8.3 | The client upon downloading the finished Service asserts that full payment has been sent to the Company. |
| 8.4 | No right of cancellation, refund or return exists once the Service has commenced. |
8.5. LIMITATION OF LIABILITY
Subject to receipt of payment in full by the Company of its agreed charges in respect of the Services, the Company agrees to assign to the Customer all Intellectual Property Rights in any Deliverables, save that such assignment shall not apply to the following rights which shall remain with the Company at all times, subject to a non-exclusive, non-transferable licence in favour of the Customer to use for the Customer’s own internal business purposes:
| 8.5.1 | The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer: |
| 8.5.2 | The Company’s total liability to the fullest extent permitted by law shall not exceed the total cost of the Service. The Company does not accept liability to any third party for services sold to the Customer and no term of these Terms and Conditions of Sale and Use shall be enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999. |
| 8.5.3 | The Customer agrees to indemnify the Company and undertake to keep the Company indemnified now and in the future against all possible claims relating to any breach by the Customer of these Terms and Conditions. Such indemnities are to include (but not be limited to) all legal costs, expenses, damages or settlements arising from the Customer breach of these Terms and Conditions and use. |
| 8.5.4 | All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract. |
| 8.5.5 | The Company shall not be liable to the Customer for any direct or indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract. |
9. INTELLECTUAL PROPERTY RIGHTS
| 9.1 | Subject to receipt of payment in full by the Company of its agreed charges in respect of the Services, the Company agrees to assign to the Customer all Intellectual Property Rights in any Deliverables, save that such assignment shall not apply to the following rights which shall remain with the Company at all times, subject to a non-exclusive, non-transferable licence in favour of the Customer to use for the Customer’s own internal business purposes: |
| 9.2 | pre-existing and other proprietary materials belonging to the Company, including (but not limited to) Intellectual Property Rights in all works previously developed by the Company; |
| 9.3 | any generic skills, know-how, techniques and background experience developed by the Company in the course of providing the Services. |
| 9.4 | In the event that new inventions, designs or processes evolve in performance of or as a result of the Contract, the Customer acknowledges that they shall be the property of the Company unless otherwise agreed in writing by the Company. |
| 9.5 | The Customer warrants that the Materials are accurate and correct and will not contain any misleading, defamatory, libellous, slanderous, fraudulent, abusive, obscene, profane, threatening, racially offensive or otherwise illegal material. |
10. CONFIDENTIALITY
| 10.1 | Each party (the “Recipient”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to it by the other party or its agents and any other confidential information concerning its business. |
| 10.2 | The Recipient shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging its obligations under the Contract and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality. |
| 10.3 | The provisions of this Condition 11 shall not apply to any information which is or becomes part of the public domain through no direct or indirect act or default of the parties. |
11. DATA PROTECTION
| 11.1 | In this Condition 12: |
| 11.2 | “DPA” means the Data Protection Act 1998 as amended, extended or re-enacted from time to time and including any subordinate provision made under the DPA; and |
| 11.3 | the terms “Personal Data”, “Data Controller”, “Data Processor” and “Process” shall have the meanings given to them in the DPA. |
| 11.4 | To the extent the Company Processes any Personal Data as part of performing its obligations under this Agreement (“Data”): |
| 11.5 | the Customer acknowledges that it the Company is acting on the Customer`s behalf as a Data Processor of the Data; |
| 11.6 | the Company: (a) shall comply with the relevant provision of the DPA and take such measures in respect of the security of the Data as can reasonably be expected of a company offering services the same as or similar to the Services; and (b) will Process that Data only in accordance with the instructions of the Customer (and Processing necessary to comply with this Agreement shall be deemed to be an instruction). |
| 11.7 | The Customer will obtain and maintain all appropriate notifications and consents under the DPA in order to allow the Company to Process the Data that it is required to Process as part of performing its obligations under this Agreement without such Processing contravening the DPA. |
12. FORCE MAJEURE
| 12.1 | The Company reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the Services ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, natural disasters, epidemic, power outages, failure of third party internet connectivity provided that, if the event in question continues for a continuous period in excess of 30 days, the Customer shall be entitled by notice in writing to the Company to terminate the Contract immediately. |
13. COMMUNICATIONS
| 13.1 | All communications between the parties about this Contract must be in writing by email. |
| 13.2 | (in case of communications to the Company) to andrew.stewart@1stopxbrl.co.uk |
| 13.3 | (in the case of the communications to the Customer) to email address inputted by the customer on Order. |
| 13.4 | Communications shall be deemed to have been received: |
| 13.5 | if sent by email on a working day prior to 16:00, at the time of transmission and otherwise on the next working day. |
14. GENERAL
| 14.1 | Each right or remedy of either party under the Contract is without prejudice to any other right or remedy of that party whether under the Contract or not. |
| 14.2 | Each right or remedy of either party under the Contract is without prejudice to any other right or remedy of that party whether under the Contract or not. |
| 14.3 | If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect. |
| 14.4 | Failure or delay by either party in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract. |
| 14.5 | Any waiver by either party of any breach of, or any default under, any provision of the Contract by the other party will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract. |
| 14.6 | The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it. |
| 14.7 | The formation, existstence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts. |