Application and entire agreement 1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by Capworth Advisory, a company registered in England and Wales under number 07821417 whose registered office is at 142 -143 Parrock Street, Gravesend, Kent, DA12 1EY (we or us or Service Provider) to the person buying the services (you or Customer). 2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the agreement between us. 3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Interpretation 4. A “business day” means ant day other than a Saturday, Sunday or bank holiday in England and Wales. 5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation. 6. Words imparting the singular number shall include the plural and vice-versa. Services 7. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary. 8. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations. 9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
Your obligations 10. You must obtain any permissions, consents, licenses or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services. 11. If you do not comply with clause 10, we can terminate the Services. 12. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
Fees 13. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis. 14. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services. 15. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services. 16. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and amendment 17. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 14 days from the date of the quotation, (unless the quotation has been withdrawn) 18. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation. 19. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you. 20. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make ant change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
Payment 21. We will invoice you for payment of the fees either: a. When we have completed the Services; or b. On the invoice dates set out in the quotation. 22. You must pay the Fees due within 30 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us. 23. Time for payment shall be of the essence of the Contract. 24. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 2% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full. 25. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part. 26. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you. 27. Receipts for payment will be issued by us only at your request. 28. All payments must be made in British Pounds unless otherwise agreed in writing between us.
Sub-Contracting and assignment 29. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party. 30. You must not, without our prior written consent, assign, transfer, charge, subcontract or detail in any other manner with all or any of your rights or obligations under these Terms and Conditions. Termination 31. We can terminate the provision of the Services immediately if you: a. Commit a material breach of your obligations under these Terms and Conditions; or b. Fail to make payment of any amount due under the Contract on the due date for payment; or c. Are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or d. Enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or e. Convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors of by a qualifying floating charge holder (as defined in para.14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating your insolvency or possible insolvency.
Intellectual Property 32. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and indemnity 33. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in the section. 34. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract. 35. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for: a. Any indirect, special or consequential loss, damage, costs or expenses or; b. Any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or c. Any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or d. Any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or e. Any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services. 36. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees. 37. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Data Protection 38. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer. 39. The parties agree that where such processing of personal data takes place, the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time. 40. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’ and ‘Data Subject’ shall have the same meaning as in the GDPR. 41. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these Terms and Conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes. 42. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations. 43. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer. 44. Further information about the Service Provider’s approach to data protection are specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can email: email@example.com
Circumstances beyond a party’s control 45. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
Communications 46. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party). 47. Notices shall be deemed to have been duly given: a. When delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; b. When sent, if transmitted by fax or email and a successful transmission report or return receipt is generated; c. On the fifth business day following mailing, if mailed by national ordinary mail; or d. On the tenth business day following mailing, if mailed by airmail. 48. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party. No waiver 49. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy. Severance 50. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable that/those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction 51. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
The Data Protection Act 2018 (DPA 2018) and the General Data Protection Regulation (GDPR) impose certain legal obligations in connection with the processing of personal data.
Capworth Consulting is a data controller within the meaning of the GDPR, and we process personal data. The firm’s contact details are as follows:
Name: Capworth Consulting Limited
Data Protection Officer: Yemisi Rotimi
Address: Suite 20, Thames Innovation centre, 2 Veridion Way, Erith. Kent DA18 4AL
We may amend this privacy notice from time to time. If we do so, we will supply you with and/or otherwise make available to you a copy of the amended privacy notice.
Where we act as a data processor on behalf of a data controller (for example, when processing payroll), we provide an additional schedule setting out required information as part of that agreement. That additional schedule should be read in conjunction with this privacy notice.
The purposes for which we intend to process personal data
We intend to process personal data for the following purposes:
To enable us to supply professional services to you as our client
To fulfil our obligations under relevant laws in force from time to time (e.g. the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017))
To comply with professional obligations to which we are subject as a member of CIMA
To use in the investigation and/or defence of potential complaints, disciplinary proceedings and legal proceedings
To enable us to invoice you for our services and investigate/address any attendant fee disputes that may have arisen
To contact you about other services we provide which may be of interest to you if you have consented to us doing so
The legal basis for our intended processing of personal data
Our intended processing of personal data has the following legal bases:
At the time you instructed us to act, you gave consent to our processing your personal data for the purposes listed above.
The processing is necessary for the performance of our contract with you.
The processing is necessary for compliance with legal obligations to which we are subject (e.g. MLR 2017).
The processing is necessary for the purposes of the following legitimate interests, which we pursue: e.g. investigating/defending legal claims.
It is a requirement of our contract with you that you provide us with the personal data that we request. If you do not provide the information that we request, we may not be able to provide professional services to you. If this is the case, we will not be able to commence acting or will need to cease to act.
Persons/organisations to whom we may give personal data
We may share your personal data with:
Companies House, Charity regulators and HMRC
Any third parties with whom you require or permit us to correspond
An alternate appointed by us in the event of incapacity or death
Professional indemnity insurers
Our professional body CIMA and/or the Office for Professional Body Anti-Money Laundering Supervisors (OPBAS) in relation to practice assurance and/or the requirements of MLR 2017 (or any similar legislation)
If the law allows or requires us to do so, we may share your personal data with:
The police and law enforcement agencies
Courts and tribunals
The Information Commissioner’s Office (ICO)
We may need to share your personal data with the third parties identified above in order to comply with our legal obligations, including our legal obligations to you. If you ask us not to share your personal data with such third parties, we may need to cease to act.
Transfers of personal data outside the European Economic Area (EEA)
Your personal data will be processed in the EEA only.
Retention of personal data
When acting as a data controller and in accordance with recognised good practice within the tax and accountancy sector, we will retain all of our records relating to you as follows:
Where tax returns have been prepared, it is our policy to retain information for 6 years from the end of the tax year to which the information relates.
Where ad hoc advisory work has been undertaken, it is our policy to retain information for 6 years from the date the business relationship ceased.
Where we have an on-going client relationship, data that is needed for more than one year’s tax compliance (eg capital gains base costs and claims and elections submitted to HMRC) is retained throughout the period of the relationship, but will be deleted 6 years after the end of the business relationship unless you as our client ask us to retain it for a longer period.
Our contractual terms provide for the destruction of documents after 6 years and therefore agreement to the contractual terms is taken as agreement to the retention of records for this period, and to their destruction thereafter.
You are responsible for retaining information that we send to you (including details of capital gains base costs and claims and elections submitted), and this will be supplied in the form agreed between us. Documents and records relevant to your tax affairs are required by law to be retained by you as follows:
Individuals, trustees and partnerships
With trading or rental income: five years and 10 months after the end of the tax year
Otherwise: 22 months after the end of the tax year.
Companies, LLPs and other corporate entities
Six years from the end of the accounting period.
Where we act as a data processor as defined in DPA 2018, we will delete or return all personal data to the data controller as agreed with the controller annually at the termination of the contract.
Requesting personal data we hold about you (subject access requests)
You have a right to request access to your personal data that we hold. Such requests are known as ‘subject access requests’ (SARs).
Please provide all SARs in writing marked for the attention of Yemisi Rotimi
To help us provide the information you want and deal with your request more quickly, you should include enough details to enable us to verify your identity and locate the relevant information. For example, you should tell us:
Your date of birth
Previous or other name(s) you have used
Your previous addresses in the past five years
Personal reference number(s) that we may have given you, for example your national insurance number, your tax reference number or your VAT registration number
What type of information you want to know.
If you do not have a national insurance number, you must send a copy of:
The back page of your passport or a copy of your driving license and
A recent utility bill.
DPA 2018 requires that we comply with a SAR promptly and in any event within one month of receipt. There are, however, some circumstances in which the law allows us to refuse to provide access to personal data in response to a SAR (eg if you have previously made a similar request and there has been little or no change to the data since we complied with the original request).
We will not charge you for dealing with a SAR.
You can ask someone else to request information on your behalf – for example, a friend, relative or solicitor. We must have your authority to respond to a SAR made on your behalf. You can provide such authority by signing a letter that states that you authorise the person concerned to write to us for information about you and/or receive our reply.
Where you are a data controller and we act for you as a data processor (e.0g. by processing payroll), we will assist you with SARs on the same basis as is set out above.
Putting things right (the right to rectification)
You have a right to obtain the rectification of any inaccurate personal data concerning you that we hold. You also have a right to have any incomplete personal data that we hold about you completed. Should you become aware that any personal data that we hold about you is inaccurate and/or incomplete, please inform us immediately so we can correct and/or complete it.
Deleting your records (the right to erasure)
In certain circumstances, you have a right to have the personal data that we hold about you erased. Further information is available on the ICO website (ico.org.uk). If you would like your personal data to be erased, please inform us immediately and we will consider your request. In certain circumstances, we have the right to refuse to comply with a request for erasure. If applicable, we will supply you with the reasons for refusing your request.
The right to restrict processing and the right to object
In certain circumstances, you have the right to ‘block’ or suppress the processing of personal data or to object to the processing of that information. Further information is available on the ICO website (ico.org.uk). Please inform us immediately if you want us to cease to process your information or you object to processing so that we can consider what action, if any, is appropriate.
Obtaining and reusing personal data (the right to data portability)
In certain circumstances, you have the right to be provided with the personal data that we hold about you in a machine-readable format, eg so that the data can easily be provided to a new professional adviser. Further information is available on the ICO website (https://ico.org.uk).
The right to data portability only applies:
To personal data an individual has provided to a controller
Where the processing is based on the individual’s consent or for the performance of a contract
When processing is carried out by automated means.
We will respond to any data portability requests made to us without undue delay and within one month. We may extend the period by a further two months where the request is complex or a number of requests are received but we will inform you within one month of the receipt of the request and explain why the extension is necessary.
Withdrawal of consent
Where you have consented to our processing of your personal data, you have the right to withdraw that consent at any time. Please inform us immediately if you wish to withdraw your consent.
The withdrawal of consent does not affect the lawfulness of earlier processing
If you withdraw your consent, we may not be able to continue to provide services to you
Even if you withdraw your consent, it may remain lawful for us to process your data on another legal basis (eg because we have a legal obligation to continue to process your data).
We do not intend to use automated decision-making in relation to your personal data.
If you have requested details of the information we hold about you and you are not happy with our response, or you think we have not complied with the GDPR or DPA 2018 in some other way, you can complain to us. Please send any complaints to firstname.lastname@example.org.
If you are not happy with our response, you have a right to lodge a complaint with the ICO (https://ico.org.uk).