Terms and Conditions
At Standard Ledger UK Limited (Company Number 14229845) (“Standard Ledger”, “we”, “us” or “our”), we base our relationships with clients on clear, concise and open communication, and an open and transparent approach to services and pricing. It’s one of our fundamental points of difference and one of the things our clients say they like about us.
These terms and conditions (“Terms”) set out the terms, conditions, responsibilities, rights and obligations for the work that we perform for you. Please accept these Terms by giving us a written confirmation. These Terms together with our engagement letter (“Engagement Letter”) will apply to the work Standard Ledger undertakes for you with respect to each engagement. If there is any conflict between these Terms and our Engagement Letter, the Engagement Letter shall prevail to the extent of the inconsistency. For the purposes of these Terms, “Standard Ledger” includes its partners, employees, affiliates and all its related entities in any jurisdiction.
1. Our services
1.1 Services provided
These Terms and any proposal, quote or Engagement Letter prepared for you (whether orally or in writing) set out the scope of services you have requested. Our work will not extend beyond that scope unless you and Standard Ledger agree in writing. We will not give you any expert legal or commercial advice.
1.2. Your obligations
You must provide clear, complete and timely instructions and all necessary information to enable us to provide the services effectively, including access to appropriate members of your staff, records, documents, technology, systems and premises as necessary. You must tell us immediately if we have misunderstood you or made incorrect assumptions. Standard Ledger shall be entitled to rely upon the accuracy of all information provided by you, or by others on your behalf, without independently verifying it. You shall be responsible for the use of, or reliance on, advice or recommendations supplied by us in the delivery of the services.
1.3. Assigned professional
We will assign the appropriate Standard Ledger professional(s) to work with you based on the nature of the work and timing involved. Only those persons assigned to work with you are obliged to advise you or disclose information to you.
Where the services include Standard Ledger dealing with or assisting in the management of your records and/or other information held with or by any third party entity (including without limitation Xero, the HM Revenue and Customs (HMRC) and HM Revenue Services and any other government agency or authority) on your behalf, you expressly authorise Standard Ledger to do so and agree to grant Standard Ledger all relevant access to enable it to perform these services. Where applicable, this includes electronic file access to your Xero account(s) and electronic access with the HMRC.
1.5. Other services
We may also offer you, either in our own right or on behalf of others, other services such as technology, legal, insurance and banking services. We may require you to enter into a separate agreement for each of those services. You authorise us to pass on your details where you indicate to us, whether orally or in writing, you’d like to take up any services we offer or refer.
You acknowledge and agree that third party terms and conditions (“Third Party Terms”) may apply in connection with the use of the Website and the provision of our services. You agree to any Third Party Terms applicable to any third party goods and services that are used in providing the service and we shall not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
2. Taxation services
Where the services we provide include taxation services, specific additional terms apply:
2.1. Electronic approvals
Standard Ledger uses electronic signatures for your approval for us to lodge tax and tax returns on your behalf. We use Xero’s Adobe e-sign to securely and electronically record your authorising signature. We will specifically *not* lodge your return unless we have your electronic signature (ideally) or other written confirmation as authorisation.
2.2. Your disclosure and record keeping obligations
You are required by law to keep full and accurate records relating to your tax affairs.
It is your obligation to provide us with all information that you reasonably expect will be necessary to allow us to perform work contemplated under these Terms within a timely manner or as requested. This includes providing accurate and complete responses to questions asked of you by us within a reasonable timeframe. Inaccurate, incomplete or late information could have a material effect on our services and/or our conclusions and may result in additional fees. We will not verify the underlying accuracy or completeness of information you provide to us. You are also required to inform us on a timely basis if there are any changes to your circumstances that may be relevant to the performance of our services. Specifically, if any subsequent event results in the information you provided to us being inaccurate, incomplete or misleading, then you are obliged to let us know as soon as possible. We take no responsibility or liability to the extent that our advice is inaccurate, incomplete or misleading because it is based on inaccurate, incomplete or misleading information being provided to us.
By accepting these Terms, you will be taken to have agreed that the performance of our services is dependent on the performance of your obligations relating to disclosure and record keeping.
You are required to let us know if you become aware of any conflict of interest or potential conflict of interest. Generally, a conflict of interest is any event which may result in us becoming unable to remain objective in the performance of our services to you. Some examples of events which could give rise to a conflict of interest or potential conflict of interest during an engagement are changes to your business circumstances, events affecting your family including death and marriage breakdown or a legal action commencing against you.
2.3. Your rights and obligations under the taxation laws
You have certain rights under the taxation laws, including the right to appeal or object against a decision made by HMRC. As relevant, we will provide further information to you concerning your rights under the UK taxation laws during the conduct of the engagement contemplated by these Terms. You also have certain obligations under the UK taxation laws, such as the obligation to keep proper records and the obligation to lodge returns by the due date.
2.4. Our obligation to comply with the law
We have a duty to act in your best interests. However, the duty to act in your best interests is subject to an overriding obligation to comply with the law even if that may require us to act in a manner that may be contrary to your interests. For example, we could not lodge an income tax return for you that we knew to be false in a material respect.
We also have an obligation to ensure that we manage conflicts of interest as they arise. In this regard, we have arrangements in place to ensure that we manage potential or actual conflicts of interest. The effective operation of these arrangements depend, in part, on you complying with your obligation to disclose any potential conflicts of interest to us.
Our advice and services will be based on UK taxation law in force at the date of the provision of the advice and services to you. It is your responsibility to seek updated advice if you intend to rely on our advice at a later stage. We note that UK taxation laws are often subject to frequent change and our advice will not be updated unless specifically requested by you at the time of the change in law or announced change in law.
2.5. Ownership of documents
All original documents obtained from you arising from these Terms will remain your property. However, we reserve the right to make a reasonable number of copies of the original documents for our records. Our engagement will result in the production of soft and hard copies of income tax returns. Ownership of these documents will vest in you. All other documents produced by us in respect of our engagement with you under these Terms will remain our property.
3. Financial Modelling Services
Where the services we provide include financial modelling services, this clause 3 applies:
3.1. Modano-Based Financial Models
- We may utilise the Modano financial modelling framework to build your financial model (Modano). Modano operates as an Excel add-in that we can access and operate to produce financial models (Modano Models).
- We license Modano from Modano Pty Ltd (ACN 143 351 099) (Modano Pty Ltd), and any use by you of Modano and Modano Models is subject to Modano Pty Ltd’s terms and conditions. Modano remains the exclusive property of Modano Pty Ltd at all times. Nothing in these Terms and Conditions or otherwise creates the right for you to sublicense Modano or the Modano Models. Nothing in these Terms and Conditions assigns, licenses, or otherwise conveys any right for you to use Modano beyond its intended use within the scope of these Terms and Conditions and the engagement proposal.
- To ensure the integrity and accuracy of the Modano Models, you are not able amend the Modano Models. You may update any assumptions and other information provided to us to prepare the Modano Models at any time, however all structural changes to Modano Models are made by us.
- Modano Models are our exclusive property until such time as payment for the Modano Models is made by you in full in accordance with our engagement proposal. At the time that payment is made in full and confirmed, ownership in the Modano Models will be transferred and assigned to you. Prior to this, your access to view and apply the Modano Models to your business is subject to a non-exclusive, non-transferrable licence of the Modano Models from us to you.
3.2. Standard Ledger Financial Models
- As part of our ongoing CFO services, we may use our own internal systems, software and procedures to build financial models that may be viewed by you and applied to your business (SL Model).
- All intellectual property and ownership rights including without limitation copyrights in the SL Models are our exclusive property at all times. For the avoidance of doubt, nothing in these Terms assigns any ownership rights in the SL Models to you.
- Your ability to access and use the SL Models is pursuant to a non-exclusive, non-transferrable licence of the SL Models from us to you (Licence). The Licence terminates automatically upon us no longer being engaged by you for CFO services. Upon termination of the Licence, you may not use, access, or share the SL Models in any way with any third party. We may require that you return, destroy or delete any copies of the SL Models that are in your possession, and any request to do so must be complied with as soon as possible, and in any event not more than 7 days.
3.3. Limitation of Liability and Indemnity
- Modano Models and SL Models (collectively, Financial Models) are prepared and provided to you on an “as-is” basis. The reliability of the Financial Models is reliant on the information, including assumptions, data, and any other information provided to us by you.
- The Financial Models are issued to you as the client, and may be used only by you, and only for the specified purpose as agreed pursuant to the engagement proposal.
- The Financial Models may produce forecasts with relation to the finances of your business, including without limitation profit and loss projections. Such projections are subject to impact by external influences, such as market activity, which may not be possible to account for at the time of preparing the Financial Model. We make no warranty or guarantee that any Financial Models, and any projection or other information contained therein, will be accurate, reliable or applicable to the needs of your business. The information provided within the Financial Models is guidance only. Any treatment by you of the Financial Models, including any application of the Financial Models to your business or financial plans, is at your own risk.
- To the maximum extent permitted by law, we accept no liability, and you release us from any such liability, relating to your application of or reliance on the Financial Models.
- You defend, indemnify and hold harmless us, our members, managers, subsidiaries, affiliates and any related companies, contractors, licensors and partners, and the officers, directors, employees, agents and representatives of each of them from any claim or demand, including costs, liabilities, losses, damages, charges and legal fees, made by any third party due to or arising out of:
- Your treatment, application or reliance on the Financial Models; or/li>
- The treatment, application or reliance on the Financial Models by any third party; or
- Any inaccurate, incomplete or misleading information provided by you to any third party
- Our maximum aggregate liability to you for any claims, losses, damages, costs, charges, expenses, injuries or causes whatsoever, and regardless of the form of action (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason), will at all times be limited to the amount paid by you to us in in relation to the Financial Models. Any action must be brought within 6 months of the date that we are no longer engaged by you.
4. Fees, payment terms and expenses
4.1 Our fees
Our fees will be quoted in our Engagement Letter to you, and may comprise upfront fees, monthly recurring fees, fees due on completion. While we predominantly charge fixed fees for provision of our services, there may be circumstances where we may need to charge fees at an hourly rate based on time spent by our professional staff at applicable hourly rates. Third party, out-of-pocket expenses incurred in connection with the engagement will also be charged to you. Note that we are committed to never charging you fees without your prior authority.
4.2. Payment terms
- Upfront fees will be billed in advance of work commencing and are payable on invoice in order for work to commence.
- Monthly recurring fees will remain in force for the initial engagement period as specified in our Engagement Letter, ending at the end of the financial year. At the end of the initial engagement period, your service will automatically renew through to the end of the next financial year, unless otherwise agreed. We will confirm the applicable recurring fees no later than one month prior to the end of the engagement period, noting that we review our recurring fees annually. Invoices will be issued in advance on the 1st day of each month.
- Monthly bookkeeping fees include a transaction allowance and are based on a Fair Use Policy that can be accessed here.
- Accounts Payable and Accounts Receivable services are charged on an agreed estimate of the level of effort involved for the estimated volume of supplier interaction, also based on Fair Use Policy that can be accessed here.
- Payroll services are charged on a per employee per month basis. We monitor the number of employees we’re processing and if the number of employees has grown to exceed that included in the service you’ve signed up for, we will be in touch to amend your payroll service fee. We reserve the right to retrospectively charge for any increases in prior months.
- Tax returns are billed (100%) on final preparation of the tax return, charged when we send you the final tax return for your (electronic) signing.
- R&D claims are billed (100%) once the R&D claim has been prepared and prior to lodgement. If HMRC reject your claim your fee will refunded with 14 days. Where work has commenced and is unable to be submitted through lack of information we reserve the right to charge you for the time spent on your project at our prevailing consulting rates.
- Fees due on completion for advisory and consulting services typically have a 25% upfront deposit, with the balance automatically billed on completion of the agreed scope of services.
- Hourly rate based fees will, where we have agreed to perform work at an hourly rate, be invoiced to you regularly at such times reasonably determined by us for work done or on completion of any agreed scope of services. Our rates will be set out in your proposal, and any charging of adhoc rates will be communicated in advance of processing the payment.
- Prior period work. Any processing that may be required for transactions prior to the start date for any monthly services will be estimated and discussed with you, charging on an adhoc rate basis. This will be billed on completion of this upfront work, or on a monthly basis if the work continues over an extended period.
- Expenses will be billed when incurred, where (cumulative) expenses are in excess of £50.
4.3. Fair Use Policy
Our monthly recurring services (bookkeeping, payroll, accounts payable/receivable, Xero and CFO plans) are based on the expected effort associated with the number of transactions, employees or hours as agreed in your initial engagement. We reserve the right to change the amount you are being charged, based on the actual number of transactions, employees or hours incurred.
We review the actual performance of your service against what has been engaged each quarter, through our client quarterly review (CQR) process. Details of this process and how we conduct our review can be found in this Fair Pricing knowledge base FAQ.
We will let you know of changes to your billing in advance – this usually takes effect from then on, which means we won’t charge you for the extra transactions/service in the preceding months, but we do reserve the right to apply the extra charge retrospectively in excessive cases).
Each invoice is a separate and final bill of costs for the services referred to. You must pay each invoice by the date specified. If any invoice is not paid by that date, we may suspend or terminate our engagement. Note that this includes any termination of Xero services.
We may charge interest on any unpaid invoice for work done after 30 days from the date of delivery of the invoice to you. The interest rate is 2 percentage points above the bank rate specified by the Bank of England as at the date the invoice was issued.
4.6. No withholding
All payments to us must be in Pound Sterling (unless otherwise agreed) without any withholding or deduction for tax. Where any withholding or deduction is required by law, you must pay an additional amount to us at the same time as making the payment so that we receive the amount we would have if no withholding or deductions were required, and give us an original receipt for the amount of tax withheld or deducted and remitted to the relevant authority as soon as practicable. You are liable for any business tax on account of our fees and expenses.
4.7. VAT on fees
Typically we will quote our services inclusive of VAT. If the service we provide to you is subject to VAT, we will charge you an additional [20%] for VAR. If the service is VAT–free, we will not charge you for VAT. But if VAT is ultimately found to be payable, you must pay us the amount of the outstanding VAT.
VAT on expenses. Some expenses or non-professional services will be subject to VAT and some will not. If you are registered for VAT, any expenses that are subject to VAT will be treated as expenses incurred by us and the expenses (net of input tax credits) will be charged to you plus VAT. Expenses that are not subject to VAT will be treated as having been incurred by us as your agent and the expenses will be charged to you without VAT. If you are not registered for VAT, all these expenses (whether subject to VAT or not) will be treated as incurred by us as your agent. We will pass on the expenses including any VAT.
5. Information disclosure
We will keep confidential all confidential information you provide to us. We may disclose your information: (a) to our employees, our associated entities and their employees; (b) in confidence, to third parties engaged to provide services on your behalf (eg experts, data storage services), or to our advisers, insurers or other third parties to improve our services and/or obtain feedback; (c) in our marketing or tender documents, unless you direct us not to; (d) where required or permitted by law; or (e) as otherwise authorised by you. For the purpose of this clause, “confidential information” means information of, or provided by, a party that is by its nature confidential information, is designated as confidential, or that the recipient of the information knows or ought to know is confidential (including all commercial information exchanged between the parties), but does not include information which is, or becomes, without a breach of confidentiality, public knowledge.
6. Intellectual property
We retain copyright and own all intellectual property rights in documents we create in connection with providing services to you. This includes without limitation process documentation, financial models, operational documents and spreadsheets and other methods of providing information. You may use these documents only in connection with the provision of services to you, unless we agree otherwise in writing. You warrant that our use of any documents or intellectual property you provide to us will not infringe any other person’s intellectual property rights.
You agree to refrain from sharing any of our documentation with any other person that is not related to the provision of services to you, whether for their commercial or non-commercial use, without our prior written consent. You agree to do so acknowledging that sharing our documentation may result in a breach of our intellectual property rights the nature of which could cause us financial loss.
7. Privacy and direct marketing
- Personal information. We may collect personal information about you and your representatives and employees in the course of acting for you. This personal information will only be disclosed and used for the purposes of providing you the agreed services, improving our services and obtaining feedback, or otherwise in accordance with your instructions.
- Your consent. You consent to our use of your contact details to maintain an ongoing professional relationship with you and any associated entity, including to provide updates, invitations and other communications we consider may interest you. You may have rights under the Data Protection Act 2018 to obtain access to personal information we hold. You may ask us not to send direct marketing materials to you by contacting us by email at email@example.com.
8. Records and documents
- Storage. We may store your information or files electronically in our ordinary IT systems (including IT systems, cloud servers or other servers provided by third parties). You consent to such storage. We will give you an electronic copy of your records on request but can retain a copy at your cost. If you require us to deliver hard copies of any documents, we can first make a copy at your cost.
- Electronic mail. If you ask us to transmit any document to you electronically, you agree to release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document after transmission, for any delay or non-delivery of any document and for any damage caused to your system or any files by the transmission (including by any computer virus).
- Authority. You authorise us to destroy all your documents (whether in paper or electronic form) six years after our engagement ends.
9. Conflicts of interest
- We attempt to identify any actual or potential conflicts prior to commencing an engagement. If we become aware of an actual or potential conflict we will advise you and will discuss the issue with you, subject to confidentiality duties owed to other clients. If our professional obligations require us to cease to act for you, we must do so.
- To reduce the likelihood of a conflict, please provide the names of related and/or associated entities to include in any internal conflict check(s). You acknowledge we will not be able to conduct complete internal conflict checks if you limit the way we perform those checks.
You agree that during the provision of any services, and for a period of six months thereafter, you will not solicit or make any offer of employment to any Standard Ledger partner or employee involved in the provision of the services, without our prior written consent.
- By notice. You may terminate our engagement at any time by giving us one month’s prior written notice, or 2 months for our CFO service. We may terminate our engagement at any time by giving you written notice where: (a) we determine our professional responsibilities require us to withdraw from providing services due to an actual or potential conflict of interest; (b) you do not pay an invoice in full within 14 days of the date of the invoice for work done, or you do not pay a requested advance payment for future costs; (c) for any other just cause, including any breakdown of relationship between Standard Ledger and you. We may also terminate our engagement by giving you reasonable written notice of our intention to terminate.
- Material breach. Each of us may terminate the engagement under these Terms if: (a) the other party commits any material or persistent breach of its obligations under these Terms (which, in the case of a breach capable of remedy, shall not have been remedied within 14 days of receipt by the party in breach of a notice identifying the breach and requiring its remedy); or (b) the other party becomes insolvent; or (c) our services are suspended or we have been entitled to suspend our services for more than 14 days.
- Costs on termination. Regardless of how the engagement under these Terms is terminated, you agree to immediately pay all our fees and expenses incurred up to the date of termination. For a fixed fee service, you must immediately pay us all charges and expenses and that part of the fixed fee which we reasonably estimate has been incurred up to or cannot reasonably be avoided as at the date of termination. We reserve the right to retain your money, documents and/or any proprietary information until all amounts due and owing to us have been paid including after our engagement has been terminated (subject to any applicable professional conduct rules). This right survives your bankruptcy or liquidation, subject to any applicable legislation.
12. Other matters
- Amendment. We may update these Terms at any time by notice by email to you. You may need to accept any updated terms and conditions in order for us to continue to act on your behalf, which you may do by written notice or by continuing to engage us after the date of such notification.
- Technology issues. Transmitting information electronically involves risk and any such transmission cannot be guaranteed to be secure and/or error-free. To the extent permitted under law, we will not be liable for and you release us with respect to any loss or damage you suffer in connection technical issues caused by a third party, or for reasons that are beyond our reasonable control.
- Costs orders. Each party shall bear its own costs and expenses in relation to the services provided under these Terms. Where a court orders a person to pay any of your legal costs you acknowledge such order may not necessarily cover all costs or expenses payable by you under these Terms. Regardless of any such order you remain liable to pay our costs under these Terms. If a court orders you to pay another person’s costs, you must pay them as well as our costs under these Terms.
- Force majeure. We are not liable to you if we are unable to perform any services requested by you due to fire, storm, flood, earthquake, act of terrorism or war, industrial action, failure of any IT system, government directive or any other condition beyond our reasonable control (unless the law makes us liable).
- Binding agreement. If you engage us on behalf of a third party or together with another party, these Terms bind both you and the other party separately and together.
- Jurisdiction. These Terms shall be governed by and construed in all respects in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts in England in respect of any proceedings arising out of or in connection with these Terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
- Entire Agreement. These Terms along with any Engagement Letter constitute the entire agreement between the parties.
13. Complaints and dispute resolution
- Complaints. If you have any queries or complaints about the conduct of our service or costs, please discuss these directly with us and we will attempt to resolve your concerns. If you are still not satisfied, please contact the partner in charge of the Standard Ledger office with whom you are dealing.
- Resolution. If the problem cannot be resolved, the parties agree to enter into mediation, or some other form of alternative dispute resolution, before commencing legal proceedings.
- Suspension. In the event of a dispute, or where fees remain unpaid beyond the due date, we reserve the right to suspend provision of our services until such time as the dispute is resolved or the fees are paid. Suspension of our services will not affect your obligation to pay us for services rendered to the date of suspension.