ValueAdd Business Solutions Limited (“VABS“) is a company incorporated in Scotland with company number SC399676 and having its registered office at 22 Montrose Street, Glasgow G1 1RE (“VABS“, “we“, “us“, “our“).
Set out below are the terms and conditions (the “Terms“) you are agreeing to when you use our Services (as hereinafter defined).
You should read, and ensure that you understand, all of the Terms prior to using the Services. If you do not agree to be bound by these Terms then you should not use the Services.
1 Definitions
“Anti-Money Laundering Legislation” means such legislation or regulation as may be applicable from time to time in connection with the regulation of source of funds;
“Business Day” means a day other than a Saturday, Sunday or bank or public holiday when banks are generally open for non-automated business in Scotland;
“Client” means you;
“Client Information” means all of the correct and relevant information requested by us from time to time including, but not limited to, all relevant financial information or other business information which is necessary for us to provide the Services;
“Loss” means any damages, loss, costs or expenses (including loss of profit, revenue and/or business);
“Services” means the services set out in the schedule; and
“Website” means www.valueaddvirtual.co.uk.
2 General
2.1 A reference to this agreement includes its schedule.
2.2 By agreeing to use or using the Services you agree to be bound by these Terms. Please review them carefully before acceptance.
2.3 We reserve the right to alter these Terms from time to time by posting new terms and conditions on our Website. Your continued use of the Services (or any part thereof) following such change will be deemed to be your acceptance of such change. It is your responsibility to check regularly to determine if the Terms have been changed. If you do not agree to any change to the Terms, we reserve the right to terminate our provision of the Services.
2.4 If any provision of these Terms is held by any competent authority to be illegal, invalid or unenforceable in whole or in part then such provision shall be deemed to be omitted and the validity of the other provisions of these Terms shall not be affected.
2.5 Our liability is excluded to the maximum extent permitted by law including any implied terms.
2.6 The exclusions of liability set out in these Terms shall not apply to any damages arising from death or personal injury caused by our negligence, or that of any of our employees or agents.
2.7 Nothing in these Terms shall, whether directly or indirectly, give or be deemed to give any enforceable benefit of any kind to any third party as against us.
2.8 Any failure or delay by us to enforce any of these Terms shall not be considered a waiver by us of our right to enforce such term or condition of these Terms.
3 Services
3.1 We will provide to you the Services set out in the schedule or as otherwise agreed between us from time to time.
3.2 We shall use reasonable care and skill to perform the Services.
3.3 Any dates quoted for delivery of the Services are approximate only and we shall not be liable to you for any delay in delivery of services howsoever caused. Time for delivery shall not be of the essence unless stated otherwise.
3.4 Any work produced pursuant to the Services will be held electronically for the duration of the provision of the Services and shall be backed up at regular intervals.
3.5 We retain the right to reject the right to provide the Services to you in the event we determine that your business is immoral or illegal or that our provision of Services may give rise to a concern in terms of the Anti-Money Laundering Legislation, provided that such determination does not amount to discrimination.
4 Your obligations
4.1 You must:
4.1.1 provide the Client Information to us on request;
4.1.2 ensure that we have sufficient access to allow us to carry out the Services;
4.1.3 check the content provided by us and correct any inaccuracies; and
4.1.4 provide a full description of the software required by you.
4.2 Where payroll services are to be provided, you are responsible for providing all business information we require to provide the Services and additionally:
4.2.1 you must provide full employee details including details of hours worked, rate of pay and maternity or sickness status of all employees;
4.2.2 you will be responsible for ensuring all monthly PAYE and National Insurance contributions are paid directly to HMRC; and
4.2.3 you must ensure that payment information is submitted on time to HMRC and to VABS on the relevant deadlines for HMRC annual returns.
4.3 Where we provide year end services, you must pay all monthly PAYE and National Insurance Contributions to HMRC directly.
4.4 With regard to HMRC annual returns, you are responsible for ensuring that the payment information is submitted on time to HMRC.
4.5 Where a third party is involved, you must ensure that all necessary information is communicated to all parties involved.
5 Prices and Payment
5.1 The price for the Services is set out in the schedule, as we update from time to time.
5.2 Where we vary the price for the Services, we will give you at least 30 days’ notice in writing.
5.3 We reserve the right to request an advance payment of 25% and milestones payments for projects lasting longer than one week. Such payments shall reduce the total balance due after we have provided the Services.
5.4 We are entitled to recover from you reasonable expenses for materials used and for third party goods and services supplied in connection with the provision of the Services.
5.5 You will pay us in respect of any additional services we provide which are not specified in the schedule. Such additional charges will be charged at our standard rate in effect at the time of performance or such other rate as may be agreed.
5.6 You shall make payment in respect of any invoice issued to you within 7 days of the date of such invoice, save in respect of any retainer package which must be paid for one month in advance of the commencement of the Services within 5 days of the date of issue of the invoice.
5.7 Where you fail to make payment of any invoice in the required timescale referred to at clause 5.6 above, we reserve the right to charge you interest on a daily basis at an annual rate equal to 4% above the base rate of the Bank of England from time to time on any sum due. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day.
5.8 Where we receive money belonging to you, we will be entitled to deduct outstanding fees, disbursements, expenses and VAT prior to sending you the balance.
5.9 Even where a third party has agreed to pay all or part of your fees, disbursements, expenses and VAT, you will remain responsible for payment of those sums. Where we are acting for more than one party, each will be jointly and severally liable for all fees, disbursements, expenses and VAT, unless we have expressly agreed otherwise in writing.
5.10 We may ask for a prepayment on account of fees, disbursements, expenses and VAT. That sum will normally be held on deposit and applied against the final invoice. In the interim, you must settle fees, disbursements, expenses and VAT as specified above. If you fail to do so, we may apply the prepayment to account of the outstanding sums and require that you ‘top up’ the prepayment to the original amount.
5.11 Time is of the essence in respect of the payment of invoices, as outlined above.
5.12 You are not entitled to any refunds in respect of the Services which have been provided.
5.13 We are entitled to cease provision of the Services in the event you fail to make payment in accordance with this clause.
5.14 Where you pay by cheque and the cheque bounces, we reserve the right to charge an administrative fee for dealing with this.
5.15 Where we have been requested to provide the Services with an urgent deadline, we reserve the right to increase the fee, such fee to be notified to you in writing prior to commencement of the relevant Services.
5.16 Where we have to enlist debt recovery agents or commence legal action to recover the sums owed to us by you (where you are late in payment of such sums for a period of at least 45 consecutive days) you shall reimburse us on demand for all costs, expenses and losses associated with initiating such debt recovery or legal action.
6 Complaints
6.1 You must notify us within 7 days of completion of the Services if you are unhappy with the Services provided, failing which you are deemed to have accepted such Services.
7 Insurance
7.1 You shall indemnify us, and keep us indemnified, from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by us as a result of or in connection with your breach of any of your obligations under these Terms.
7.2 You shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover your obligations under these Terms. On request, you shall supply, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time applicable. You shall on request ensure that we are named as the beneficiary of such insurance on the insurance policy.
8 Notices
8.1 Any notice given by a party pursuant to these Terms shall:
8.1.1 be in writing and in English;
8.1.2 be signed by, or on behalf of the party giving it (except for notices sent by email); and
8.1.3 be sent to the relevant party at the address designated in writing by the relevant party.
8.2 Notices may be given, and are deemed received:
8.2.1 by hand or courier: on receipt of a signature at the time of delivery;
8.2.2 by recorded delivery post: at 9:00am on the second Business Day after posting;
8.2.3 by airmail: at 9:00am on the seventh Business Day after posting; and
8.2.4 by email: 24 hours from delivery if sent to the correct email address and no notice of delivery failure is received
9 Variation
9.1 In the event you wish to make changes to the Services requested, you must notify us in writing at your earliest convenience. We shall then consider your request and advise on its effect on the Services and any charges.
9.2 Where we have to make changes to the Services, we shall notify you. We shall endeavour to keep such changes to a minimum and shall seek to offer you arrangements as close to the original agreement as is reasonably possible.
10 Sub-contracting
10.1 You or we may sub-contract the performance of any obligations under these Terms without the prior written consent of the other.
10.2 Where any obligation under these Terms is sub-contracted by you, you shall be liable for every act or omission of the sub-contractor as if it were an act or omission of your own.
11 Termination
11.1 You or we may terminate the provision of the relevant Services by the provision of 30 days’ written notice.
11.2 We may, without prejudice to our other rights or remedies, terminate your use of the Services under these Terms, with immediate effect by written notice to you if:
11.2.1 you are in breach of any of your obligations under these Terms;
11.2.2 you enter into an arrangement, compromise or composition in satisfaction of your debts with your creditors;
11.2.3 you pass a resolution or make a determination for you to be wound up except for the purposes of amalgamation or reconstruction;
11.2.4 you have a winding up order or bankruptcy order made against you other than a petition for such an order which is frivolous or vexatious and is discharged, stayed or dismissed within twenty days of commencement; or
11.2.5 you appoint an administrator or administrative receiver.
11.3 Where we are prevented from providing the Services by some cause or event that is outwith our control, then we shall have the option to suspend or to terminate the supply of Services under these Terms with immediate effect by giving written notice to you.
11.4 Any notice of termination must be given to us in writing and served at VABS’s registered address. Termination shall become effective on the date on which it is received at VABS’s registered address, provided it is received during normal business hours on a Business Day. If not, it shall become effective at 9.00am on the next following Business Day.
12 Limitation of Liability
12.1 Our aggregate liability for Loss caused or contributed to by us shall in no circumstances exceed an amount equal to the aggregate of the payments made by you to us under these Terms in the preceding 12 months, whether such liability arises in contract, negligence, misrepresentation, breach of statutory duty or otherwise, save that these limitations shall not apply to any Loss suffered by you arising out of fraud on our part.
12.2 Where any loss is suffered by you as a result of the services we provide, for which we would otherwise be liable with any third party, the extent to which such loss shall be recoverable by you from us, as opposed to the third party, shall be limited so as to be in proportion to our contribution to the overall fault for such loss, as agreed between the parties, or in the absence of agreement, as finally determined by a court (ignoring for these purposes the ability of the third party to pay or any limitation of liability that you might have agreed with such third party).
12.3 Save as otherwise provided in these Terms, we shall not be liable for any loss of profit, revenue, business, goodwill or anticipated savings (whether direct or indirect) and any indirect, consequential or special damages, loss, costs, claims or expenses, howsoever arising.
12.4 You understand that we are not responsible for making payments or any mandatory submissions to HMRC and/or Companies House, and we will not be liable for any failure to do so.
13 Data Protection
13.1 In providing the Services to you we collect and process personal information in accordance with our privacy notice, which is available on our website at www.valueaddvirtual.co.uk.
13.2 During the course of our engagement, you may disclose personal information to us in order that we may provide the Services to you. In providing the Services, we act as an independent controller in terms of applicable data protection legislation. You may also be an independent controller responsible for complying with applicable data protection legislation in respect of the personal information that you process.
13.3 We may also process personal information for purposes relating to the provision of the Services including updating, reviewing and enhancing client records and undertaking analysis for management purposes.
13.4 Where you provide us with personal information regarding another person with whom you are associated in some way (for example, a relative or an employee), you confirm that you have informed them of our identity and the contents of these Terms which relate to data protection, including the purposes for which their personal information will be used by us and that they have been provided with a copy of our privacy notice.
13.5 Where you provide us with the personal information of a third party in connection with the Services which we are providing to you, you confirm that to us you are entitled to do so and that the provision of such personal information is fair and lawful and does not contravene applicable data protection legislation. We confirm that such personal information shall be used by us solely for the purpose for which you provide it and in accordance with our privacy notice. Nothing in these Terms relieves you of any obligation you may have as a controller under applicable data protection legislation.
14 Restrictions
14.1 In order to protect the confidential information and goodwill of each of the parties, each of us covenants to the other that we shall not:
14.1.1 for twelve (12) Months after termination or expiry of these Terms (howsoever caused) offer to employ or engage, or otherwise endeavour to entice away, any employee of the other party; or
14.1.2 at any time after termination of these Terms, represent itself as connected, in any way, with the other party.
14.2 The restrictions imposed on a party by clause 14.1 apply to it acting:
14.2.1 directly or indirectly; and
14.2.2 on its own behalf or on behalf of, or in conjunction with, any firm, company or person.
14.3 Each of the restrictions in this clause 14 is intended to be separate and severable. If any of the restrictions are held to be void, but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.
15 Anti-Money Laundering
15.1 We must comply with the Anti-Money Laundering Legislation. We require to apply customer due diligence measures which usually involve verifying the identity of our clients on the basis of documents, data or information obtained from a reliable and independent source. We may also apply customer due diligence measures to any third party you introduce.
15.2 We may also require to satisfy ourselves as to the origins and source of money. This may require you to provide us with further information upon request and until you provide such information we are entitled to suspend provision of the Services.
15.3 You acknowledge our obligations in terms of the Anti-Money Laundering Legislation take priority over any adviser client relationship.
16 Confidentiality
16.1 We will not disclose to any person any confidential information relating to your affairs or the services we provide except as authorised by you, or as obligated or required by law.
16.2 An actual or potential conflict between your interests and the interests of another client may arise in the course of providing you with our services. If this situation arises we will discuss the position with you promptly and seek to agree the appropriate course of action.
16.3 Unless we receive notice in writing from you, we may use your name in our marketing materials and our website.
17 Entire agreement
17.1 You agree that these Terms constitute the entire agreement between you and us and supersedes all previous agreements, understandings and arrangements between you and us, whether in writing or oral in respect of its subject matter.
17.2 You acknowledge that you have not accepted these Terms in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in these Terms. You shall have no claim for innocent or negligent misrepresentation on the basis of any statement in these Terms.
18 Guarantee
If you are a limited liability company, a limited liability partnership or a trust, any person who signs these Terms agrees to guarantee the payment of all monies, debts and liabilities of any nature and arising from time to time owed by you to us.
19 Governing law
These Terms shall be governed by and construed in accordance with laws of Scotland. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions. By accepting these Terms you submit to the non-exclusive jurisdiction of the Scottish courts.
