Terms and Conditions

1. Definitions


“Accounting Application”

Means a computerised application, accounting software, online web-based software programme such as Xero/ Quickbooks/ Freeagent as is fully described in Schedule 1.


“Accounting Application”

Means a computerised application, accounting software, online web-based software programme such as Xero/ Quickbooks/ Freeagent as is fully described in Schedule 1.


“We”, “Our” & “Us”

means North London Bookkeepers


“Confidential Information”

The General Data Protection Regulation (EU) 2016/679;


North London Bookkeepers, or us

Means all information about the parties to this agreement, including any information which may give a commercially competitive advantage to any other person. It includes among other things:

information about staff, their performance and their personal contact information,

data or information relating to suppliers, product plans, marketing strategies, finance, performance, operations, customer relationships, customer profiles, sales estimates, business plans;

information created or arising from this agreement;

information, comment or implication published on any Internet social medium.


“Intellectual Property”

Means the Accounting Application together with all rights that may be derived from it.



Means the licence granted by book-keeper to the Client in the terms of this agreement for use of the Accounting Application.



Means the services to be provided under this agreement.


“Working Week”

Means the period beginning on a Monday and ending on a Friday.

1. Definitions

You should first decide on the contents of the document, then return to check what definitions are needed and whether they really fit the text you have left in place.

We have used the term “Accounting Application” to define the software, application you use to help you to provide your accounting service. This is a generic term. The document would read better if you replaced this by some name or more precise term.

By all means use the search/replace function in your word processor to change defined terms. If you do change a defined term, make sure it applies to every use of it in the document.

Remember too, that when a word or phrase is defined, the defined meaning capitalised, takes precedence over the common meaning of that word or phrase.

2. Interpretation

Leave these items in place unless there is a good reason to edit or remove. Each of these items has been carefully considered in the context of this agreement and has been included for a purpose. Many of them strengthen the framework within which the agreement operates.

3. The Services and contract

Somewhere the work specification must be set out clearly. This is important not only because it is the subject matter of the contract. If the structure of the contract relapses into a basic hourly rate, paid automatically, HMR&C will classify the work as “employment”, resulting in a charge to PAYE and NI.

If the specification of your proposed work is any longer than what we have provided here, it would be best to place it in a schedule and simply refer to it in the contract. There is no reason for this in law. It simply makes for a neater agreement.

4. Use of sub-contractors

The book-keeper may need to use employees or sub-contractors for any number of reasons. Even if the Client thinks he is buying the services of one person, that person will be sick or on holiday from time to time. Provision must be made for service maintenance in some way or another.

5. The rate of remuneration and hours to be worked

Set down your specific arrangements. Remember to avoid creating a system which could be interpreted as “employment” at law.

6. Warranties

It is the basic and sole responsibility of the client to provide the true and accurate financial information to the book-keeper.

We have also provided a place for you to set down the qualifications of the book-keeper. Add any other relevant criteria.

7. Confidentiality

We have included this paragraph because a business has so many secrets which could easily be stolen that some safeguard is sensible. This paragraph gives assurance as to the security of confidential information during and after termination of the agreement.

8. The Licence

If you are not using any software or special spreadsheet of your own, delete this paragraph.

We have given you what we regard as a sensible set of parameters. Edit it as required.

9. Limitation of liability

We suggest no change.

10. Infringement of rights in the Accounting Application

This paragraph provides basic legal protection. We suggest no change.

11. Termination

This paragraph deals with the typical terms of termination of such agreements. We suggest that you read this paragraph carefully and include only such terms of termination, which are in line with your commercial understanding with the other party.

12. Miscellaneous matters

A number of special points. We have identified each of these as important to protect you. Some are relevant to particular paragraphs in the document, some apply more generally. Some are included to strengthen your position, some to minimise disruption and expense. Do not delete unless you are quite positive of the legal effect of doing so.

Rights of Third Parties Act – We have provided reference of two Acts. By all means select the one according to your jurisdiction clause.

Schedule 1: Description of the Accounting Application

It is absolutely essential that you define and describe your accounting application clearly.

Schedule 2: Description of the Services

Provide the details of the services or otherwise use the paragraph 3.1.

2. Interpretation


In this agreement unless the context otherwise requires:

2.1 a reference to one gender shall include any or all genders and a reference to the singular may be interpreted where appropriate as a reference to the plural and vice versa.

2.2 a reference to a paragraph or schedule is to a paragraph or schedule to this agreement unless the context otherwise requires. The schedules form part of this agreement.

2.3 the headings to the paragraphs and schedules (if any) to this agreement are inserted for convenience only and do not affect the interpretation.

2.4 any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.

2.5 a reference to the knowledge, information, belief or awareness of any person shall be deemed to include the knowledge, information, belief or awareness that person would have if he had made reasonable inquiries.

2.6 nothing in this agreement shall create a partnership, agency, employment or other relationship between the parties, other than the contractual relationship expressly provided for in this agreement.

3. The Services and contract

3.1 For the payments specified and subject to the terms of this agreement, North London Bookkeepers agrees to undertake the Services agreed with the client.

4. Use of sub-contractors

We may perform our obligations under this agreement through one or more sub-contractors. In which case we will inform the Client and get agreement.

5. The rate of remuneration and hours to be worked

5.1 The rate of remuneration is dependent on the complexity and will be agreed in advance. Any additional work required will be charged at a rate dependent on its complexity

5.2 Payment is due within fourteen days of the invoice date.

6. Warranties

6.1 The Client shall provide accurate, timely and complete data and fully operational systems to allow us to perform this contract.

7. Confidentiality

7.1 Both parties are aware and agree that from time to time they will each have access to and be entrusted with Confidential Information of the other.

7.2 They now undertake for themselves and every employee or sub-contractor whose services they may use both during and after termination of this contract that they will not divulge to any person whatever or otherwise make use of (and shall use our best endeavours to prevent the publication or disclosure of) any Confidential Information.

7.3 Each party hereby undertakes to the other to make all relevant employees, agents and sub-contractors aware of the confidentiality of information and the provisions of this paragraph and to take all reasonable steps as shall from time to time be necessary to ensure compliance with these provisions.

8. Limitation of liability

8.1 The following provisions set out our entire liability (including any liability for the acts and omissions of its employees) to the Client in respect of:

8.1.1 any breach of its contractual obligations arising under this agreement; and

8.1.2 any representation statement or tortious act or omission including negligence arising under or in connection with this agreement.

8.2 Any act or omission on the North London Bookkeepers’ part, falling within this paragraph shall be known as an ‘Event of Default’.

8.3 Our entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the total price paid by the Client in the 12 month period immediately preceding the start of the Event of Default.

8.4 We shall not be liable to the Client in respect of any Event of Default for loss of profits goodwill or any type of special, indirect or consequential loss (including loss or damage suffered by the Client as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the we had been advised of the possibility of the Client incurring the same.

8.5 If a number of Events of Default give rise to substantially the same loss then they shall be regarded as giving rise to only one claim under this agreement.

9. Termination

Either party may terminate this agreement by giving one month’s written notice to the other.

10. Miscellaneous matters

10.1 No amendment or variation to this agreement is valid unless in writing, signed by each of the parties or his authorised representative.

10.2 So far as any time, date or period is mentioned in this agreement, time shall be of the essence.

10.3 Any obligation in this agreement intended to continue to have effect after termination shall so continue.

10.4 North London Bookkeepers shall be entitled to assign this agreement and all or any of its rights and obligations under this agreement.

10.5 If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

10.6 This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties. Each party acknowledges that, in entering into this agreement, he does not rely on any representation, warranty or other term not forming part of this agreement.

10.7 No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.

10.8 Severability – If any term in this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as independent and severable from each other paragraph.

10.9 Any communication to be served on either of the parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail.

10.10 In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.

10.11 This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 / Contracts (Rights of Third Parties) (Scotland) Act 2017 or otherwise.

10.12 In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.

10.13 The validity, construction and performance of this agreement shall be governed by the laws of [England and Wales / Scotland / Northern Ireland] and you agree that any dispute arising from it shall be litigated only in that country.

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