Annex 1

GORILLA ACCOUNTING LIMITED TERMS AND CONDITIONS (TERMS)

1          Basis of contract

1.1       These Terms shall be deemed accepted by us on the earlier of either; (i) when we receive a signed and dated Letter or (ii) upon commencement of us performing of any of the Services.

1.2       Where there is any contradiction between the Terms and the Letter, the Terms shall take precedence.

1.3       These Terms apply to the contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by any trade, custom, practice or course of dealing.

1.4       For the avoidance of doubt, where there is a conflict of interest between you and your directors or employee’s, we shall represent your interests.

2          Supply of Services

2.1       We shall, subject to these Terms, supply the Services to you.

2.2       We shall use all reasonable endeavours to meet any performance dates, but any such dates shall be estimates only and time shall not be of the essence for the performance of Services.

2.3       We shall provide the Services using reasonable care and skill.  For the avoidance of doubt the Services do not include:

2.3.1    regulated activities that are subject to the Financial Conduct Authority regulations; or

2.3.2    influencing, managing or controlling your business or financial decisions; or

2.3.3    completing a personal tax return for those who are not domiciled in the United Kingdom; or

2.3.4    fulfilling any other function or role which could potentially be considered by HMRC to be a service that would trigger the Managed Service Company legislation (as amended from time to time).

2.4       Subject to clause 2.3 and in accordance with your express written instructions to us, we shall where reasonably necessary and where possible to do so, act as Agent on your behalf for the provision of Services. For the avoidance of doubt, any submissions, documents or returns lodged by us on behalf of the Director and/or the Client are solely drafted in reliance upon any information and representations made by the Director and or the Client to Gorilla.

2.5       In the event that the Client fails to meet its obligations under the Letter and/or the Terms then Gorilla may not be able to submit documents to the relevant bodies, on behalf of the Client and/or Director, in time or at all and Gorilla shall not be liable for any losses suffered or incurred as a result.

2.6       Our engagement by you under the Letter and these Terms is a business-to-business contract.

Therefore, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply to this engagement.

3          Charges

3.1       Our charges are dependant upon the number of properties which are owned by the Client based on the following table:

3.2       In the context of these terms “Properties” means each separate independent dwelling which is owned by the Client. For example, a three-bedroom semi-detached house will be one Property, however a three-bedroom semi-detached house which has been converted into two separate flats will be classified as two Properties. 

3.3.1    In the event of the number of Properties changing then the Monthly Charge will be amended accordingly.  The amended charge will be due from the first full month following the change in the number of properties. For example, if the number of Properties changes on the 20 September then the new charges will be payable from 1 October onwards.

3.3.2    For the purposes of the Monthly Charge being amended it is irrelevant whether the change is due to sale, purchase or conversion of an existing property into more or less dwellings.

3.4.1    The Client is under a duty to inform Gorilla of any changes or prospective changes to the number of Properties owned.  In the event that the Client does not inform Gorilla of any changes then Gorilla reserves the right to retrospectively charge a balancing charge of the difference between the fees that should have been paid and the fees that have been paid.  Such fee will be charged at the start of the next full month.

3.4.2    In the event that a failure to inform Gorilla of a change of Property ownership results in an overpayment then there is no automatic right of refund of any overpayment. Gorilla will issue refunds at its absolute discretion based on the individual circumstances of the matter.

3.5       In the event of a dispute concerning the number of Properties owned then Gorilla has the sole right to determine the number of Properties using the facts of each matter for the purposes of setting the Monthly Charge. Should a Client disagree with such determination then they may provide appropriate submissions as per Clause 6 in the Letter.

3.6.1    The Client may sign up to Gorilla’s registered office services (ROS) at either the point of engagement or at any point whilst Gorilla are providing the Services to the Client.

3.6.2    The cost of ROS is £10 plus VAT per month.  This charge is in addition to the relevant Monthly Charge.

3.6.3    Once a Client agrees to use the ROS then Gorilla will continue to offer the ROS and charge £10 plus VAT per month until it is subsequently cancelled.  Clients are free to commence or cancel the ROS at any point and any number of times whilst Gorilla are providing the Services to the Client. If you subscribe or cancel the ROS, a change in the amount of the fee that you pay to us each month will either increase or decrease (as applicable) in the sum of £10 plus VAT and such change in the fee will either increase or decrease (as applicable) in the month following notification from Companies House that the registered office has been changed.

3.7       Any fees and expenses (including but not limited to the fee payable in connection with filing the Client’s annual confirmation statement) payable (i) to any Regulatory Body arising out of or in connection with the provisions of the Services or (ii) in connection with or ancillary to the formation of a newly incorporated English law governed private limited company on your behalf, shall be borne and paid by the Client in addition to the payment of the charges set out in clauses 3.1 – 3.3 (inclusive) or 3.4 of these Terms.

3.8       We shall issue invoices each month and you shall set up a Direct Debit to make payment to us in a on the 1st day of each month in full and cleared funds. If we do not receive payment by the 14th day of each month, we reserve the right to suspend the provision of the Services that we provide to you until all outstanding charges have been paid in full.  This includes the right to hold any and all documentation that you provide to us.

3.9       In the absence of payment within our payment terms then we reserve the right to take one or more of the following steps without notice;

3.9.1    limit and/or suspend the Services;

3.9.2    limit and/or suspend access to any tools and/or services either online or otherwise;

3.9.3    hold a lien over your property which is in our possession;

3.9.4    charge interest in accordance with the relevant statutory provisions or at a rate of 4% over the base rate of the Bank of England; and

3.9.5    take steps to recover any outstanding charges due, such steps may include the appointment of debt recovery agencies and/or solicitors and costs shall be indemnified by you and the Director in accordance with clause 7 of these Terms. 

4          Your obligations:

4.1       You undertake and warrant to us that:

4.1.1    you shall ensure that all information supplied to us is up to date, accurate and complete and not misleading and will expressly confirm that any information provided to us to complete any returns, declarations and disclosures to any Regulatory Body are to the best of your information, knowledge and belief, correct, complete and accurate;

4.1.2    you shall co-operate fully with us in all matters relating to the provision of the Services;

4.1.3    you shall provide us and our representatives with the required records and related financial information (including but not limited to any correspondence from any Regulatory Body) delivered promptly to us as reasonably required or requested by us.  This includes providing us with the relevant documents to allow for the completion of any basic personal tax return by no later than 30 November following the end of the relevant tax year end;

4.1.4    you shall provide us and our representatives with the required records and related financial information (including but not limited to any correspondence from any Regulatory Body) delivered promptly to us as reasonably required or requested by us;

4.1.5    you shall authorise us to act as Agent where necessary for the provision of the Services, for the avoidance of doubt we shall not make any decisions on your behalf, we shall only complete accounts and other reporting obligations based upon written instructions given by you to us from time to time;

4.1.6    you shall authorise and sign such documentation as we may reasonably request in connection with the provision of the Services including but not limited to form 64-8 authorising contact with HMRC;

4.1.7    you shall obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services start; and

4.1.8    you shall set up a Direct Debit to make payment on the 1st day of each and every month in full and cleared funds and in any event payment to be made no later than the 14th day of each month;

4.1.9    you shall keep us promptly informed about any change in your circumstances, including but not limited to the number of Properties owned;

4.1.10  you are required to file the Client’s accounts at Companies House within 9 months of its year-end. You (and the officers of the Client) will be liable to a fine if it fails to do so. In order to avoid this we will produce statutory accounts, suitable for filing, within the required period, provided that all of your records are complete and presented to us no later than five months after your year end, and all subsequent queries by us are promptly and satisfactorily answered by you;

4.1.11  you shall keep us fully informed of any relevant changes or events that are required to be notified to Companies House, within one week of the said change or event;

4.2       If our performance or any of our obligations in providing the Services is prevented or delayed by any act or omission by you or any failure by you to perform any relevant obligation including but not limited to the obligations in clause 4.1 of these Terms (Default) then we shall without limiting our other rights and remedies have the right to suspend performance of the Services until you remedy your Default and shall be entitled to rely on your Default to relieve us from the performance of any of our obligations to the extent that your Default prevents or delays our performance of any of our obligations.

4.3       We will be pleased to assist the Client generally in tax matters if you advise us in good time of any proposed transactions and request advice.  We would, however, warn you that because tax rules change frequently you must ask us, in writing, to review any advice already given if a transaction is delayed, or if an apparently similar transaction is to be undertaken.

5       Confirmation of advice

It is our policy to confirm in writing advice upon which the Client may wish to rely. If you require any such advice then please contact Gorilla for an appropriate written notice.

6          Confidentiality 

6.1       We shall not disclose to any person any confidential information concerning your business, affairs, clients or suppliers, except as permitted by clause 6.2.

6.2       We may disclose your confidential information:

6.2.1    to our employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our obligations. We shall ensure that our employees, officers, representatives, subcontractors or advisers to whom we disclose your confidential information comply with this clause 6;

6.2.2    with your prior consent, including but not limited to where we have highlighted in the Letter that we will provide your basic information to third parties; and

6.2.3    as may be required by law, a court of competent jurisdiction or any governmental or Regulatory Body.

6.3       We are registered with the Information Commissioner under ZA091838 as a data controller as required under the Data Protection Act 2018 (as amended). We may process, store and retain any information including personal data about you, your officers, agents and employees as a consequence of you agreeing to us providing the Services.  By engaging with us you consent to us sharing this information with other Affiliates of Gorilla or our agents where it is believed that it may be suitable for your requirements or is considered necessary to settle your outstanding charges. All information (including databases on which such information is stored) held by us shall remain our property.

7          Indemnity and Limitation of our liability

7.1       You undertake to indemnify and to hold us and our employees and Affiliates harmless from and against all or any losses, claims, actions, liabilities, expenses, demands, charge or proceedings (including legal and other professional fees and expenses) (together “Proceedings”) whatsoever in any jurisdiction brought or established against us or and our employees or Affiliates by any company, person, partnership, governmental agency or Regulatory Body whatsoever in connection with these Services or any additional services that we provide and including but not limited to:

7.1.1    any of the materials or documents issued or supplied by you to us;

7.1.2    your failure to comply with any of your obligations with these Terms or the Letter (including for the avoidance of doubt, clause 4 of these Terms);

7.1.3    any failure or alleged failure by you to comply with any legal, statutory, Regulatory Body requirement or law; or

7.1.4    any failure by you to pay sums to Gorilla as and when they fall due.

7.2       The indemnity in clause 7.1 shall extend to include all costs, charges and expenses including legal fees and expenses (together with any value added or equivalent tax thereon) suffered or reasonably incurred by us or any of our employees, Affiliates or representatives.

7.3       If at any time any one or more of the provisions of the indemnity in clause 7.1 or any part of the indemnity is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions of the indemnity shall not in any way be affected or impaired.

7.4       The indemnity in clause 7.1 confers benefits on any of our employees and Affiliates and is intended to be enforceable by any relevant employee by virtue of the Contracts (Rights of Third Parties) Act 1999.  No other party is intended to have any other rights under the Services pursuant to that Act.

7.5       You shall not be liable to indemnify Gorilla for any costs, liabilities or losses incurred by us as a result of our own negligence.

7.6       The total aggregate liability of us to you in respect of any direct or indirect losses arising under or in connection with providing the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall in no circumstances exceed £1 million.

7.7       We hold professional indemnity insurance in respect of any claims arising from alleged professional negligence.  Details of our insurer are available upon written request following the service of a CPR Compliant Pre-action preliminary notice.

7.8       Nothing in these Terms shall limit or exclude either party’s liability for:   

7.8.1    death or personal injury caused by its negligence, or the negligence of it employees, agents or subcontractors;

7.8.2    fraud or fraudulent misrepresentation; or

7.8.3    any other liability which cannot be excluded or limited by reason of applicable law.

7.9       For the avoidance of doubt, Gorilla does not make any representation or warranty as to

the accuracy or the fitness for purpose or tax efficiency of any services provided by the Client and

the Client, the Director and the officers and employees of the Client provide such services at their own risk.

8          Commissions

From time to time Gorilla may receive commissions or other benefits for introductions to third parties and other professionals and these commissions or other benefits typically range in value between £10 - £500.  In so far as it may be relevant we will notify you if we will be receiving a commission for an introduction.  However, unless required by regulation or other statute, we are under no obligation to confirm the actual value of such commission or account to you for the same.

9          General

9.1       These Terms are governed by, and construed in accordance with English law. The Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it (including any non-contractual claims or disputes).

9.2       Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.

9.3       If any provision in the Terms or the Letter, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provisions shall not in any way be affected or impaired.

9.4       These Terms and the Letter represent the entire agreement and understanding between us and you and supersedes and extinguishes, as from the date of this Letter, all previous agreements, promises, assurances, warranties, undertakings, representations and understandings between us, whether written or oral, relating to the subject matter of this Letter or the Terms.

9.5       Where you are required to give notice under these Terms, the notice shall be in writing and sent by email, personally delivered, or sent by first class recorded delivery to (a) info@gorillaaccounting.com or (b) Gorilla’s registered office address for the attention of Mr Richard Hepburn, Operations Manager. Email communication shall be deemed to have been received on the same working day if sent on a working day or at 9am the next working day if sent on a non-working day.  Hand delivered communication shall be deemed to have been delivered at 9am the next working day.   Posted communication shall be deemed to have been delivered at 9am on the second Working Day after mailing if mailed as stated. 

9.6       Any payments to be made by you under this engagement shall be made free from set-off, counterclaim or deduction.

9.7       Gorilla may at any time assign, transfer, subcontract or deal in any other manner with all or any of its rights under this engagement and may subcontract or delegate any or all of its obligations under the Letter to any third party or agent.

10.       GDPR

10.1     Gorilla is committed to its obligations under the General Data Protection Regulations (GDPR).  Whilst the vast majority of Gorilla’s client base are commercial entities, Gorilla recognises that, in the course of its day to day dealings it will acquire and process personal data.  Such personal data would include but is not limited to the name, addresses and contact details of any directors of the Client(s) (if any).

10.2     Gorilla will ensure that all data is processed in accordance with at least one of the six lawful basis for processing in accordance with Gorilla’s GDPR policy.  Typically data will be processed either to allow Gorilla to carry out its contractual obligations and/or with direct consent of the data subject and/or because Gorilla is exercising a legitimate interest.

10.3     As detailed in the paragraphs entitled “Confidential” Gorilla will take the appropriate steps to ensure that any data of the Client(s) is kept Confidential, this is regardless of whether or not it is personal data for the purposes of GDPR.  As a consequence data will ordinarily only be shared with third parties for the purposes of allowing Gorilla to carry out its contractual duties to its Client(s) and/or with your explicit consent, for example we may have to share your data with our case management provider or with your consent we may provide data to a panel law firm.  When data is shared with third parties in such a way then we will have agreements in place to cover how such data is to be controlled and processed.

10.4     Should Gorilla need to share personal data with Third Parties on another basis such as to exercise a legitimate interest then we will document our reasons for believing that such interests are valid.

10.5     All individual data subjects have a number of rights as prescribed under GDPR.  These include but are not limited to the right of access, right of rectification and right to erasure.  Should you wish to exercise any of your rights or wish to discuss in more detail what your rights are then please contact Gorilla at our registered office.

10.6     Gorilla will only retain data for as long as is deemed necessary in accordance with GDPR.  The general guideline is that we will hold data for a period of six years following the conclusion of a matter, after which it will be securely destroyed.  However, in accordance with our duties under GDPR we will carry out regular audits of the data held to ensure that personal data is only retained for an appropriate time period.  We may carry out full or partial erasure of data in cases in which we judge information to be excessive or no longer appropriate, this is irrespective of whether or not six years has passed.  Similarly there may be occasions in which it is deemed appropriate to retain some data for longer than a six year period.  As a consequence, Gorilla would strongly recommend that, should you wish to exercise one of your rights in respect of a concluded matter that a request is made as soon as possible.

10.7     In respect of marketing, from time to time, Gorilla will market to its Client(s) both during and after engagement.  Gorilla will only seek to provide Client(s) with offers and services that may be of interest to them and such materials will be distributed by Gorilla or on Gorilla’s behalf.  Gorilla will never pass on personal details to any third party to allow them to market directly to you save for where we have consent as described in the GDPR.  Any marketing communication sent by Gorilla will have an option to allow you to opt out of receiving future communications.

11.       Interpretation

11.1     Definitions

Affiliates                      means in relation to either Party each and any ‘subsidiary’ or ‘holding company’ of that Party and each and every subsidiary of a holding company of that Party (as each such term is defined in the Companies Act 2006);

Agent                          means that we have received the power to act on your behalf, binding you as if you are making the decisions;

Applicable Laws          means all applicable laws, statutes and regulations from time to time in force.

HMRC                         means Her Majesty’s Revenue & Customs;

Regulatory Body         means government departments and regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled by any Applicable Law to supervise, regulate, investigate or influence the matters dealt with in this agreement or any other affairs of the Customer including but not limited to HMRC and Companies House; and

Working Day               a day other than a Saturday, Sunday or recognised public bank holiday in England.

Letter of Engagement in respect of the provision of accounting services 

Thank you for instructing Gorilla Accounting Limited (Company No. 8583898) of Ground Floor
Unit B Lostock Office, Lynstock Way, Lostock, Bolton, BL6 4SG (Gorilla) (‘we’ means Gorilla and words such as ‘our’ or ‘us’ shall be interpreted accordingly) to provide accounting and ancillary services to your Limited Company (Client) (‘you’ and ‘your’ means the Client and shall be interpreted accordingly).

This engagement letter (Letter) and the enclosed terms and conditions (Terms) set out the basis of our engagement with you. In the unlikely event that there is any contradiction between this Letter and the attached Terms then the Terms will take precedence.

When we use terms here that we have defined in the Terms, they will have that defined meaning in this Letter too unless otherwise stated.

1. Our Client and instructions

You confirm that you (Director) are authorised to act for and on your behalf and are the principal director of the Client. 

Alternatively, if you do not tell us otherwise, we shall assume that whoever provides us with instructions on your behalf, has authority to do so and that we can rely on any information provided by them, engage in correspondence and discussions with, and report to each and every such person.

As part of the Services offered within our overall accounting package we will from time to time carry out work, which is for the direct benefit of the Client’s employees.  In particular, we will prepare the HMRC Self-Assessment Tax Return on behalf of the Director.  For the avoidance of any doubt, you agree that the cost of this work will be borne by the Client under the monthly fixed fee.  In the event that the Director ceases to be employed or engaged by the Client, Gorilla will have no responsibility or liability to the Director to prepare the same.

2. Scope of the Services

We have set out in the table below the services we agree to undertake during the term of our engagement, such services will be provided at the appropriate time each year during the term of our engagement providing that any and all sums due to Gorilla have been paid in full in accordance with our payment terms set out in the Terms.

(together the Services).

What is not covered in the scope of the Services

As a general position we will not provide any regulated or unregulated financial or accounting services (not expressly set out in the Services).

Further to this general position we understand that the purpose of the Client is to hold property for rental purposes under which the Client’s shareholders anticipate that they will be able to draw down an income.  Gorilla is not a law firm or a provider of legal services. Further Gorilla is not acting as a financial advisor in respect of the underlying property transactions and in no way provides any financial advice. 

For the avoidance of doubt, the Services do not include the provision of any regulated financial or legal advice in respect of the Client’s property.  This includes but is not limited to the following:

If you require additional services then please contact us so that we can either; provide you with a quote for the provision of such services and/or provide you with the details of professionals who may be able to assist.

3. Our Charges

Our fees and charges are set out in clause 3 of the Terms.

You have the right to change your mind, however if you decide to terminate our engagement in accordance with the Terms, you agree that you will be responsible for the payment of any of our associated or additional reasonable costs up to and including the date of termination of our engagement.

We reserve the right to review our charges from time to time comparing them to the current marketplace and costs generally.  Where we see the need to modify our charges then we shall let you know in writing. 

4. Bills and payment

Unless agreed separately then we will invoice you monthly.

Further provision on billing and settlement are set out in Clause 3 of the Terms and we ask that you please read these.

The Director by signing this Letter in their personal capacity and on behalf of the Client hereby irrevocably acknowledges and agrees that the Client and the Director are jointly and severally liable to pay all of our Charges and further undertakes to pay such Charges to us.

5. Third Parties

During the provision of the Services with you, you may seek advice from a third party in connection with and outside the scope of us supplying the Services. We may introduce third parties to you and subject to us giving you prior notification, you authorise us to provide your details to such third parties, but for the avoidance of doubt we shall not be liable for any information or services provided by any third party and we give no warranty as to the suitability of such third party. 

6. Feedback and complaints

If in the unlikely event that you become unhappy with our Services or you have any concerns about your invoice, please let us know so that we can do our best to resolve the problem for you. We have a complaints handing procedure that is available upon request. In the first instance please contact Richard Hepburn, Operations Manager at our office address.

If you are still unsatisfied following Mr Hepburn’s response then your complaint can be escalated to the Director, Mr Daniel Fallows at the same address.

7. Limitations

We would like to draw your attention to clause 7 of the Terms, which contains important restrictions on our liability.

8. Duration and Termination of Services

The duration of this engagement is for an initial period of 12 months from the date that the Services commence and shall thereafter automatically renew for a period of 12 months unless either party gives one months written notice of termination to the other party. 

Thank-you once again for instructing Gorilla to provide its Services to you.

Yours sincerely,

GORILLA ACCOUNTING LIMITED

This Letter of Engagement, and the below terms, are agreed and accepted by you duly authorised for and on behalf of the Client.  I acknowledge and confirm on behalf of the Client my acceptance of all of the Terms, including the limitation of liability in clause 7 of the Terms.

Agreed and accepted by the Director.  I acknowledge and confirm my acceptance of all of the Terms, including clauses 4 and 7 of the Terms.