Terms and Conditions

HomeTerms and Conditions

TAXTAX ACCOUNTANTSLTD – STANDARD TERMS AND CONDITIONS as of  01/01/2023 subject to change without prior notice

Standard Terms and Conditions Accounting and Bookkeeping

The following terms of business apply to all engagements accepted by TaxTax Accountants Ltd – HMRC agents

Definitions and Interpretation

In this Agreement (which expression shall be deemed to include the Schedules hereto):

  1. The following expressions have the following meanings:
    • “Commencement Date” means the earlier of your consultancy agreement or the date of these standard terms on conditions;
    • “Services” means the consultancy services more particularly described in the First Schedule;
    • “Taxes” means all present and future taxes, levies, imposts and duties of whatever nature charged by any national, supra-national or local taxing or fiscal authority including, without limitation, income tax and national insurance contributions, but not including VAT payable in respect of the provision of the Services.
    • Unless otherwise specified, words importing the singular include the plural, words importing any gender include every gender, and words importing persons include bodies corporate and unincorporated and (in each case) vice versa.
    • Reference to Clauses and other provisions are references to Clauses and other provisions of this Agreement.
    • The headings do not affect the interpretation of this Agreement.

The Services

  1. During the term of the Agreement, the Staff member agrees to:
    • provide the services of such one or more persons as the Staff member in his absolute discretion shall determine as being reasonably required in order to perform the Services PROVIDED THAT any such person or persons shall perform the Services in a good and workmanlike manner and with the skill and care to be expected of a professional staff member having experience of carrying out the services of a similar type and nature as the Services;
    • act in good faith and not do any act matter or thing that may prejudicially affect the interests of the Client; and
    • comply with the lawful, proper and reasonable directions of the Client; and
    • provide the Client with all correspondence, information and data relating to the provision of the Services as shall reasonably be requested by the Client; and
    • provide such other service or services as may be agreed from time to time by the Parties.
    • The Staff member shall procure that the person or persons actually providing the Services shall (unless prevented by illness or other cause beyond the reasonable control of the Staff member), be available to perform the Services on such days and times as shall be agreed between the Parties from time to time.

Liability and Indemnity

  1. We are fully registered with HMRC as agents. We are not chartered accountants. The Staff member shall not be liable to the Client for any Consequential Loss suffered by the Client (whether caused by the negligence of the Staff member, its servants, or agents or otherwise) which arises out of or in connection with this Agreement.
  2. The Staff member shall not be liable to the Client or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of the Staff member’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Staff member’s reasonable control.
  3. The Staff member shall have no liability to the Client for any loss, damage costs or expenses or other claims for compensation arising from any document or data or information or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late or non-arrival, or any other fault of the Client.
  4. The liability of the Staff member shall not exceed the sum of £1,000,000.
  5. The Staff member agrees to maintain at its own cost a policy of insurance to cover the liability of the Staff member in respect of any act or default for which it may become liable to indemnify the Client under the terms of this Agreement with cover of not less than £1,000,000 and to provide copies of such insurance certificate and receipt of payment of latest premium to the Client upon request.

Client identification

  1. As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases.

Client money

  1. We may, from time to time, hold money on your behalf. The money will be held in trust in a client bank account, which is segregated from the firm’s funds.
  2. We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed and the client to whom they relate has remained untraced for five years or we as a firm cease to practise then we may pay those monies to a registered charity.
  3. We are committed to providing you with a high quality service that is both efficient and effective. However, should there be any cause for complaints in relation to any aspect of our service please contact the Practice Manager. We agree to look into any complaint carefully and promptly and do everything reasonable to put it right. If you are still not satisfied you can refer your complaint to our professional body.

Confidentiality

  1. Communication between us is confidential and we shall take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.
  2. We reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.

Conflicts of interest

  1. We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.
  2. If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. We reserve the right to provide services for other clients whose interests are not the same as yours or are adverse to yours subject of course to the obligations of confidentiality referred to above.

Data protection

  1. We confirm that we will comply with the provisions of the Data Protection Act 1998 when processing personal data about you [and your family]. In order to carry out the services under our engagement letter and for related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data about you.

Electronic and other communication

  1. Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.
  2. With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material. These are risks you must bear in return for greater efficiency and lower costs. If you do not wish to accept these risks please let us know and we will communicate by paper mail, other than where electronic submission is mandatory.
  3. Any communication by us with you sent through the post system is deemed to arrive at your postal address two working days after the day that the document was sent.

Fees and payment terms

  1. Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility and the importance and value of the advice that we provide, as well as the level of risk.
  2. If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.
  3. Where requested we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.
  4. In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by HMRC. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such insurance was arranged through us you will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.
  5. Unless we have agreed with you a monthly Standing Order arrangement, we will bill you periodically upon completion of work, and our invoices will are due for payment within 14 days of issue. Our fees are exclusive of VAT which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate.
  6. Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.
  7. We reserve the right to charge interest on late paid invoices at the rate of 5% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.
  8. If you do not accept that an invoiced fee is fair and reasonable you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.

Intellectual property rights

  1. We will retain all copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.

 Interpretation

  1. If any provision of our engagement letter or terms of business is held to be void, then that provision will be deemed not to form part of this contract. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.

Internal disputes within a client

  1. If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, it should be noted that our client is the business and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the registered office/normal place of business for the attention of the directors/proprietors. If conflicting advice, information or instructions are received from different directors/principals in the business we will refer the matter back to the board of directors/the partnership and take no further action until the board/partnership has agreed the action to be taken.

Third Party Introductions

  1. From time to time we may recommend the service of partners we work with such as Banks, IFAs or Specialist Tax Staff members. We do not take any responsibility for the services of such recommendations and reiterate you take an independent approach when deciding to take on those services. Any business relationships will be directly between you and the third party. TaxTax Accountants will have no involvement other than provide information upon the request of you, the Client.
  2. We may from time to time receive commissions from such third parties. We will advise you on any commissions that we may receive for such introductions.
  3. Investment business is regulated by the Financial Conduct Authority (FCA). If during the provision of professional services to you, you need advice on investments including insurances, we may have to refer you to someone who is authorised by the FCA such as an IFA, as we are not.

Lien

  1. We reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.

Limitation of third party rights

  1. The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them.

Period of engagement and termination

  1. Unless otherwise agreed in our engagement letter, our work will begin when we receive implicit or explicit acceptance of that letter. Except as stated in that letter we will not be responsible for periods before that date.
  2. Each of us may terminate our agreement by giving not less than 28 days notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have provided us or HMRC with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
  3. In the event of termination of our contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately. In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.

Reliance on advice

  1. We do not provide advice. We only share and summarise information that we transmit to the client verbally or in writing. Any information given orally is not intended to be relied upon unless confirmed in writing and official source is clearly identified by our staff member to the client. Therefore, if we provide oral information (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that information, you must ask for the information to be confirmed by us in writing and sources referenced.

 

Personal Guarantee

  1. In consideration of the Staff member providing the Services to the Client, the Guarantor (typically one of the directors or shareholders in the Ltd Company) personally guarantees all of the obligations and liabilities of the Client under this Agreement whenever the Client does not on demand from the Staff member perform any of it’s obligations or meet any of it’s liabilities under this Agreement.
  2. The Guarantor is to be treated as a principal obligor and as giving a separate and independent obligation and liability from the obligations and liabilities of the Client under this agreement and agrees to indemnify and keep indemnified the Staff member in full and on demand from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by the Staff member arising out of, or in connection with, any failure of the Client to perform or discharge any of its obligations or liabilities in respect of this agreement.

TERMS OF SERVICE – WHERE APPLICABLE TO YOUR SCHEDULE OF SERVICES

This schedule should be read in conjunction with the engagement letter and the schedule of services in your engagement and the above standard terms and conditions.

STATUTORY YEAR END ACCOUNTS

Within our service to produce Statutory Year End Accounts the following is a brief overview of what the service includes.

  • Statutory Compliance
  • Preparation, discussion and submission of Annual Statutory Company Accounts.
  • Corporation Tax Returns for the Company
  • Preparation of Annual Self Assessment Tax returns for Directors
  • Provision of on-going business advice regarding VAT, bookkeeping, taxation and finance process issues.
  • Initial meeting at your premises to discuss any business issues arising
  • Half Yearly meetings to discuss Statutory Accounts and Personal Taxation planning
  • Provision of ad-hoc financial and business advice via telephone and face to face meetings as required throughout the year

PAYROLL SERVICES :- ONLY FOR BUSINESSES OPERATING A PAYE SCHEME

Not all clients signing this engagement letter pack will require us to assisting with their Payroll however due to RTI, the initial compliance is something that means businesses prefer to utilise this service.

  • We will submit the first Full Payment Submission (FPS) [and the Employer Payment Summary (EPS) as necessary] online to HMRC after the data to be included therein has been approved by you. (The first FPS must reach HMRC normally on or before the payday for the first payroll run after you are required to make submissions under RTI)
  • Before your first Full Payment Submission (FPS), submit an Employer Alignment Submission (EAS) online to HMRC after the data to be included therein has been approved by you

 Recurring compliance work

We will prepare your UK payroll for each payroll period to meet UK employment tax requirements, specifically:

  • Calculating the pay as you earn (PAYE) deductions , employees’ National Insurance Contributions (NIC) deductions & employer’s NIC liabilities
  • Calculating statutory payments, for example, Statutory Sick Pay and/or Statutory Maternity Pay
  • Calculating other statutory and non statutory deductions
  • Submitting information online to HMRC under RTI for PAYE
  • We will prepare and send to you the following documents before the time of payment through the payroll or due date for delivering information to HMRC:
  • Payroll summary report showing the reconciliation from gross to net for each employee and all relevant payroll totals
  • [The data included within each] Full Payment Submission (FPS) for taxable pay and payrolled benefits for each employee
  • A payslip for each employee unless not required
  • A P45 for each leaver
  • A report showing your PAYE and NIC liability and due date for payment
  • We will submit FPSs online to HMRC after the data to be included therein has been approved by you. (FPSs must reach HMRC normally on or before payday.)
  • We will submit EPSs to HMRC after the data to be included therein has been approved by you. (EPSs must reach HMRC by the 19th of the month following the tax month to which they relate.)

At the end of the payroll year we will:

  • Prepare the final FPS (or EPS) including employer annual declarations and submit this to HMRC after the data to be included therein has been approved by you. (The final FPS (or EPS) for the year must reach HMRC by 19 April following the end of the tax year.)
  • Prepare and send to you by the statutory due date Form P60 for each employee on the payroll at the year end.
    We will deal with any online secure messages sent to us by HMRC in respect of your payroll; and
  • We will submit National Insurance Number (NINO) verification requests as appropriate to verify or obtain a NINO for a new employee.

VAT RETURNS :- ONLY FOR VAT REGISTERED BUSINESSES

Not all clients signing with TaxTax Accountants will require us to assist with their VAT returns; it may be for instance that they are not VAT registered or that they only require us to provide VAT Review or associated book-keeping towards this.

Recurring compliance work

  • We will prepare/review your monthly/quarterly/annual VAT returns and if applicable Intrastat returns/EC Sales lists on the basis of the information and explanations supplied by you.
  • Based on the information that you provide to us we will tell you how much you should pay and when. If appropriate we will initiate repayment claims where tax has been overpaid. We will advise on the interest and penalty implications if VAT is paid late.
  • Where appropriate we will calculate the partial exemption annual adjustment.
  • Where appropriate we will calculate the annual Capital Goods Scheme adjustment.
  • We will forward to you the completed return calculations for you to review, before you approve the VAT return for onward transmission by us to HMRC.

Ad hoc and advisory services

  • Where you have instructed us to do so, we will also provide such other taxation ad hoc and advisory services as may be agreed between us from time to time. These may be the subject of a separate engagement letter, at our option. Where appropriate we will discuss and agree an additional fee for this work when it is commissioned by you. Examples of such work include:
  • Reviewing and advising a suitable partial exemption method to use in preparing the return;
  • Dealing with all communications relating to your VAT returns [Intrastat returns/EC Sales List returns] addressed to us by HMRC or passed to us by you;
  • Making recommendations to you about the use of cash accounting, annual accounting, flat rate and other suitable methods of accounting for VAT; and
  • Providing you with advice on VAT [Excise Duty/Customs Duty/Landfill Tax/Insurance Premium Tax/Aggregates Levy/Climate Change Levy] as and when requested. Where the advice is provided in writing, the information provided and the query raised will be set out with our response to you
  • Where specialist advice is required in certain areas we may need to seek this from or refer you to appropriate specialists

Changes in the law

  • We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or your circumstances.
  • We will accept no liability for losses arising from changes in the law or the interpretation thereof that are first published on or after the date on which the advice is given.

Your responsibilities

  • Ensuring that your returns are correct and complete;
  • Filing any returns by the due date; and
  • Making payment of tax on time.
  • Failure to do this may lead to automatic penalties, surcharges and/or interest.
  • That you are responsible for ensuring that the information provided is, to the best of your knowledge, accurate and complete. The VAT returns are [prepared/reviewed] solely on the basis of the information provided by you and we accept no responsibility for any VAT liabilities arising due to inaccuracies or omissions in the information you provide which may lead to a mis-declaration on which penalties and interest may arise;
  • To provide us with all the records relevant to the preparation of your monthly/quarterly VAT returns as soon as possible after the return period ends. We would ordinarily need a minimum of 14 working days before submission to complete our work. If the records are provided later or are incomplete or unclear thereby delaying the preparation/review and submission of the VAT return, we accept no responsibility for any “default surcharge” penalty that may arise. Where feasible we may agree to complete your return within a shorter period but may charge an additional fee for so doing.
  • You will keep us informed of material changes in circumstances that could affect your VAT obligations. If you are unsure whether the change is material or not please let us know so that we can assess its significance.
  • You are responsible for bringing to our attention any errors, omissions or inaccuracies in your VAT returns which you become aware of after the returns have been submitted in order that we may assist you to make a voluntary disclosure.

MANAGEMENT ACCOUNTS

Not all clients signing with TaxTax Accountants will require us to prepare management accounts as this is a more value based service.

Your responsibility for the provision of information

  • You have undertaken to make available to us, as and when required, all the accounting records and related financial information, including minutes of management meetings, which we need to do our work. You will provide us with all information and explanations relevant to the purpose and compilation of the accounting records, and you will disclose to us all relevant information in full.
  • You are responsible for ensuring that, to the best of your knowledge and belief, financial information, whether used by the business or for the accounting records, is accurate and complete. You are also responsible for ensuring that the activities of the business are conducted honestly, and for safeguarding the assets of the business and for taking reasonable steps to prevent and detect fraud and other irregularities.
  • You will approve and sign the management accounts to acknowledge responsibility for it, including the appropriateness of the accounting basis and for providing us with all information and explanations necessary for their compilation.
  • You are responsible for ensuring that the business complies with the laws and regulations that apply to its activities, and for preventing non-compliance and for detecting any that occurs

Our responsibilities

  • We have agreed to carry out the following accounting and other services on your behalf:
  • Prepare management accounts in an agreed format for your approval from the bookkeeping and accounting records supplied to us.
  • We will advise you on whether your records are adequate for preparation of the accounts and recommend improvements.
  • We have a professional duty to compile accounts that conform with generally accepted accounting principles from the accounting records and information and explanations given to us.
  • We also have a professional responsibility not to allow our name to be associated with financial information/accounts which we believe may be misleading. Therefore, although we are not required to search for such matters, should we become aware, for any reason, that the accounts may be misleading, we will discuss the matter with you with a view to agreeing appropriate adjustments and/or disclosures in the accounts.
  • As part of our normal procedures we may ask you to confirm in writing any information or explanations given to us orally during our work.

ONE OFF TAX WORK

This work involves Not all clients signing this engagement letter pack will require us to prepare management accounts; it may be for instance that they only require us to assist with their VAT returns.

  • We have agreed to carry out the following accounting and other services on your behalf:
  • Prepare management accounts in an agreed format for your approval from the bookkeeping and accounting records supplied to us.

 

Terms of Business for Registered Business Office Address

These Terms of Business (“Terms”) set out the terms under which Services are sold and provided by Us to business customers through this website, TaxTax Accountants(“Our Site”) and/or outside of Our Site. Please read these Terms carefully and ensure that you understand them before ordering any Services from Us. You will be required to read and accept these Terms when ordering Services. If you do not agree to comply with and be bound by these Terms, you will not be able to order Services from Us including but not limited to through Our Site. These Terms, as well as any and all Contracts are in the English language only.

  1. Definitions and Interpretation

1.1 In these Terms, unless the context otherwise requires, the following expressions have the following meanings:

“Company” means the legal entity whether limited company, LLC, or any other type of legal person being formed and/or administered for you by Us under the Contract;

“Contract” means a contract for the purchase and sale of Services, as explained in Clause 6.2;

“Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of Scotland, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended;

“Hirer” means you in your capacity as hirer of any Meeting Room(s);

“Meeting Room(s)” means meeting room(s) available for hire at Our business premises;

“Order” means your order for the Services;

“Order Confirmation” means Our acceptance and confirmation of your Order;

“Services” means the services which are to be provided by Us to you as specified in your Order(and confirmed in the Order Confirmation); and

“We/Us/Our” means TAXTAX ACCOUNTANTS.

  1. Information About Us

2.1 Our Site is owned and operated by TAXTAX ACCOUNTANTS, a limited company registered in Scotland, whose registered address is Lime Tree House, North Castle Street, Alloa, FK10 1EX

  1. Access to and Use of Our Site

3.1 Access to Our Site is free of charge.

3.2 It is your responsibility to make any and all arrangements necessary in order to access Our Site.

3.3 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part ofit) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.

3.4 Use of Our Site is subject to Our Website Terms and Conditions. Please ensure that you have read them carefully and that you understand them.

  1. Business Customers and Consumers

4.1 These Terms apply to business customers only. These Terms do not apply to individual consumers as We are not providing the Services for anyone’s personal purposes (that is, not in connection with, or for use in, their trade, business, craft, or profession).

4.2 These Terms, together with any other terms referenced herein that are applicable to the Services ordered, constitute the entire agreement between Us and you with respect to your purchase of Services from Us. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out or otherwise referred to in these Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.

  1. Services, Pricing and Availability

5.1 We make all reasonable efforts to ensure that all general descriptions of the Services available from Us correspond to the actual Services that will be provided to you, however please note that the exact nature of the Services may vary depending upon your individual requirements and circumstances.

5.2 Please note that sub-Clause 5.1 does not exclude Our responsibility for mistakes due to negligence on Our part and refers only to variations of the correct Services, not to different Services altogether.

5.3 Where appropriate, you may be required to select the required package of Services.

5.4 We neither represent nor warrant that all Services will be available at all times and cannot necessarily confirm availability until confirming your Order. Availability indications are not provided on Our Site.

5.5 We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online. We reserve the right to change prices and to add, alter, or remove special offers and/or Services from time to time and as necessary. Subject to sub-Clause 5.8 and 5.9 changes in price will not affect any Order that you have already placed.

5.6 All prices are checked by Us when We process your Order. In the unlikely event that We have shown incorrect pricing information, except for situations regulated by sub-Clause 5.8 and 5.9 We will contact you in writing before proceeding with your Order to inform you of the mistake and to ask you how you wish to proceed. We will give you the option to purchase the Services at the correct price or to cancel your Order (or the affected part thereof). We will not proceed with processing your Order until you respond. If We do not receive a response from you within three days, We will treat your Order as cancelled and notify you of the same in writing.

5.7 In the event that the price of Services you have ordered changes between your Order being placed and Us processing that Order and taking payment, you will be charged the price shown on Our Site at the time of placing your Order.

5.8 Prices on Our Site are shown exclusive of VAT.

5.9 If there are changes in official fees and/or external costs relating to the Services you have ordered including but not limited to fees imposed by Companies House or Royal Mail between your Order being placed and Us having to pay the official fees and/or external costs, the amount payable will be automatically adjusted when We are taking payment and/or it may lead to Us to sending you a supplemental invoice for the extra costs.

  1. Orders – How Contracts Are Formed

6.1 Our Site will guide you through the ordering process. Before submitting your Order to Us you will be given the opportunity to review your Order and amend any errors. Please ensure that you have checked your Order carefully before submitting it.

6.2 No part of Our Site constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that We may, in Our sole discretion, accept. Our acknowledgement of receipt of your Order does not mean that We have accepted it. Our acceptance is indicated by Us sending you an Order Confirmation by email. Only once We have sent you an Order Confirmation will there be a legally binding contract between Us and you.

6.3 Order Confirmations shall contain the following information:

6.3.1 Confirmation of the Services ordered including full details of the main characteristics of those Services; and

6.3.2 Fully itemised pricing for the Services ordered including, where appropriate, taxes and other additional charges.

6.4 If We, for any reason, do not accept or cannot fulfil your Order, no payment shall be taken under normal circumstances. If We have taken payment, any such sums will be refunded to you as soon as possible and in any event within 8 days.

6.5 If you want to change your Order, We will let you know if it is possible and at which costs and if possible endeavour to assist you with this.

6.6 We may cancel your Order at any time before We begin providing the Services in the following circumstances:

6.6.1 The required personnel and/or required materials necessary for the provision of the Services are not available; or

6.6.2 An event outside of Our control renders the provision of the Services impossible or difficult for Us (please refer to Clause 21 for events outside of Our control).

6.7 If We cancel your Order under sub-Clause 6.6 and We have taken payment any such sums will be refunded to you as soon as possible and in any event within 8days.

6.8 Any refunds due under this Clause 6 will be made using the same payment method that you used when ordering the Services.

  1. Payment

7.1 Payment for the Services will be due in the form of an advance payment for the Services. Price and payment details will be confirmed in the Order Confirmation. Your chosen payment method will be charged as indicated.

7.2 All sums due must be paid in full without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).

7.3 We accept the following methods of payment on Our Site:

7.3.1 VISA;

7.3.2 American Express;

7.3.3 Mastercard;

7.3.4 Switch/Maestro/Solo.

7.4 If you do not make any payment to Us by the due date We may charge an administration fee of £28.00.  We also may charge you interest on the overdue sum at the rate of 8% per annum above the base lending rate of Barclays Bank Plc from time to time. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment. You must pay any interest due when paying an overdue sum.

7.5 If you are taking out a subscription to one of the Services that require periodic payments including but not limited to Address, Post and/or Telephone Handling Services and in situations regulated by sub-Clause 5.8 and 5.9 your acceptance of these Terms means you accept to pay the subscription fees when due and to ensure that you have always added sufficient funds on your account to cover cost of postage for mail forwarding services and other fees if applicable.

  1. Provision of the Services

8.1 We will provide the Services with reasonable skill and care consistent with best practices and standards in Our industry. We will begin providing the Services on the date agreed when you make your Order (which We shall confirm in the Order Confirmation).

8.2 We will continue providing the Services until completion or for a period set out in the Order Confirmation

8.3 We will make every reasonable effort to provide the Services in a timely manner. We cannot, however, be held responsible for any delays if an event outside of Our control occurs. Please refer to Clause 21 for events outside of Our control.

8.4 If We require any information, action and/or acceptance from you in order to provide the Services, We will inform you of this as soon as is reasonably possible. Depending upon the nature of the Services you have ordered, We may require information from or action by you and We cannot provide the Services if this is not forthcoming.

8.5 If the information you provide or the action you take or acceptance you provide under sub-Clause 8.4 is delayed, incomplete or otherwise incorrect, We will not be responsible for any delay caused as a result. If additional work is required from Us to correct or compensate for a problem arising as a result of delayed, incomplete or otherwise incorrect information or action that you have provided or taken, We may charge you a reasonable additional sum for that work.

8.6 In certain circumstances, for example where there is a delay in you sending Us information, taking action or providing acceptance required under sub-Clause 8.4, We may suspend or terminate the Services.

8.7 In certain circumstances, for example where We encounter a technical problem, We may need to suspend or otherwise interrupt the Services to resolve the issue.

8.8 If you do not pay Us for the Services as required by Clause 7, We may suspend the Services until you have paid any and all outstanding sums due. This does not affect Our right to charge you interest on any overdue sums under sub-Clause 7.4.

8.9 We always use reasonable endeavours to ensure that Our Services are trouble-free. If, however, there is a problem with the Services please contact Us as soon as is reasonable possible as specified in Clause 20.

  1. General conditions for the Provision of the Services

9.1 In order to set up and maintain the Services you agree to provide us with acceptable form of identification and proof of residential address of all directors, partners, shareholders and/or other stake holders under any current or future public regulations or policies set by Us; and to verify all information provided and pass all PEP (Politically Exposed Persons) and Sanctions screenings performed by third-party providers as required by us, if applicable. For the transfer and processing of personal data to such third-party providers please refer to Our Privacy Policy.

9.2 We may at any time require to see the original identity documents of directors, partners, shareholders and/or other stake holders; if We are unable to do this We may require such documents to be certified by a notary public or other approved person in Our discretion. It is at Our sole discretion to determine, if such identity checks performed by or for Us shall substitute screenings performed by third-party providers.

9.3 You agree that you shall not use the Services for any illegal or illegitimate purposes, and that such uses will constitute grounds for immediate termination of the Services by Us without provision of any refund.

9.4 We reserve the right to suspend or terminate all or any part of the Services without provision of any refund if We are unable to contact you at the contact address provided by you or if any directors, partners, shareholders and/or other stake holders of a company associated with your account do not pass identity, PEP and/or Sanctions screenings performed by Us or third-party providers as required by Us or if all required identity documentation has not been provided within the specified deadlines.

9.5 When you create a business account on behalf of your company on Our Site or as otherwise directed by Us, you agree to use a business email address as the main contact email when creating and using the account. Your account will be deemed as a company account and shall be linked to the companies listed within the portal provided on Our Site or as otherwise directed by Us. We may not permit the use of a personal email address as the main contact email within an account created on Our system.

  1. Company Formation Services

10.1 Upon your full compliance with the formalities specified by Us and your provision of all relevant information and documentation materials, Companies are usually formed within 3 – 5 hours after filing of the completed applications to Companies House within standard working hours in Alloa, Scotland, UK; however, no guarantees as to the time scale of incorporation are given as the formation is dependent on external factors including but not limited to IT integration issues with Companies House.

10.2 We aim to send out the relevant documents forming part of the Company Formation Services without undue delay, but We accept no liability for any delays in the delivery of the services.

10.3 It is solely your duty to make certain that any company name or domain name you select for the Company is accessible for registration and can be legally used by the Company, and We accept no liability relating to the name of the Company.

10.4 By consenting to these Terms, you are giving Us authorisation to document with Companies House the statutory documents needed to instigate the Services, and in the event that the Services are halted, closed or elapse, the statutory documents required to stop the provision of the Services.

10.5 We shall not accept any legal responsibility if an administrative or judicial act result in the Company being stripped away from the Companies House Register and/or subjected to fines or administrative fees for non-compliance or other issues.

  1. Address and Post Handling Services

11.1 You are entitled to use the mailing address provided by Us as part of the Services for address and/or post handling only during the term of subscription for such Services.

11.2 You shall on top of the fee chargeable for the Services pay the relevant administration fee being equal to the postage costs for mail forwarding.

11.3 You shall notify Us in writing without undue delay of any change of your address or contact details; including if you change your and/or your company’s Registered Office Address, Alloa, Scotland Trading Address and/or Directors’ (officers’) Service Address away from the address provided by Us as part of the Services for address and/or post handling.

11.4 Registered Office Address Services only include the receipt and forwarding of statutory mail from Companies House, HMRC, ICO, IPO and the Pensions Regulator addressed to the Company or you. This also includes the receipt and forward of statutory mail from the judiciary system, however, this is subject to fair usage; other types of mail will be returned to sender unless you have also subscribed to and paid for an active Alloa, Scotland Trading Address. We may at our sole discretion decide to hold mail for a period of up to 14 days giving you the chance to upgrade to the correct service, before mail is being returned to sender or disposed of. Statutory mail is opened upon receipt in Our office and then free of charge scanned through Our digital mail room to the email address on file for the Company or you. If the item is unable to be scanned this will then be posted to the address on file free of charge. If we are unable to identify by the envelope whether the mail item is statutory mail as herein defined, the mail item will be categorised as non-statutory, and hence will require an active Alloa, Scotland Trading Address for forwarding. A subscription for Registered Office Address Services can only be applied to one company or person; if multiple companies and/or persons are using the address then multiple subscriptions for Registered Address Services must be purchased.

11.5 Mail Forwarding Service for a Alloa, Scotland Trading Address only include the receipt and forwarding of general mail including but not limited to bank and business correspondence and letters from the court services. This service does not include the receipt and forwarding of statutory mail from Companies House, HMRC, ICO, IPO and the Pensions Regulator for either person or the Company. We may at our sole discretion decide to hold mail for a period of up to 14 days giving you the chance to upgrade to the correct service, before mail is being returned to sender or disposed of. A subscription for Alloa, Scotland Trading Address Services covering 3 months, 6 months or 12 months allows general mail to be received for one company name or personal name and account holder’s name.

11.6 Directors Service Address Services only include the receipt and forwarding of statutory mail from Companies House, HMRC, ICO, IPO and the Pensions Regulator addressed to the officer for which the service is purchased. This also includes the receipt and forward of statutory mail from the judiciary system, however, this is subject to fair usage; other types of mail may in Our sole discretion be returned to sender or held for a period of 14 days, giving you the chance to upgrade to the correct service, before being disposed of. Statutory mail is opened upon receipt in Our office and then scanned through Our digital mail room to the email address on file for the Company free of charge. If the item is unable to be scanned this will then be posted to the address on file free of charge. Directors Address Services can only be applied to one officer of the Company. If multiple officers are using the address then multiple subscriptions to Directors Address Services must be purchased.

11.7 None of the Services allows for the receipt of postal items from the Driver and Vehicle Licensing Agency (DVLA), and you should not use Our address with DVLA as such postal items will be returned unopened to sender. Under UK law registration for VAT must use the address from where the business will operate on a day-to-day basis and where all business records are kept. For most businesses this address should be in the UK. As a general rule the HMRC will not allow the registration of a business at a PO box, care of (c/o), virtual office address or an accountant’s address. These are only acceptable in exceptional circumstances. If you are applying to register for UK VAT but are abroad, you may deal directly with HMRC or appoint a tax representative or an agent in the UK.

11.8 If your subscription for a Registered Office Address and/or Alloa, Scotland Trading Address for the Company or you and/or Director’s Service Address for directors of the Company is not renewed and/or paid on a timely basis and/or the services are terminated for other reasons We reserve the right to de-register the Company from the Registered Office Address and/or Alloa, Scotland Trading Address and/or de-register directors of the Company from the Director’s Service Address and in our discretion register such directors of the Company at the home address(es) previously provided by you.

11.9 All postal items and/or deliveries received at Registered Office Address and/or Alloa, Scotland Trading Address for the Company or you and/or Director’s Service Address for directors of the Company are received and handled entirely at your risk and We shall not accept any liability or responsibility whatsoever for any losses, shortages or damages to such postal items and/or deliveries howsoever caused.

11.10 If you expect to receive large (larger than length 300mm x width 215mm x height 55mm), bulky or heavy items via the Services provided by Us, you must notify Us minimum 24 hours in advance either by telephone or email prior to the expected delivery date. We shall charge Our current storage fees for the storage of such items until the item is collected.

11.11 We securely destroy any post including parcels if you request Us to do so once you have been notified via email about the item. We use a certified secure third-party supplier to assist Us with this task, and We may charge you Our current fees for the safe destruction of such items.

11.12 We shall take all reasonable steps to ensure accurate and efficient dealing with all communications including but not limited to mail and post received on your behalf and that mail is handled in accordance with your subscription for Services and your instructions. However, no warranty or liability is accepted by Us, Our staff or agents in relation to the Services provided, and We do not allow you to have any a) important or valuable documents or items; or b) prohibited items pursuant to the Royal Mail listing of such items sent to Us as providers of the Registered Office Address and/or Alloa, Scotland Trading Address or you for the Company and/or Director’s Service Address for directors of the Company.

11.13 By ordering address and/or post handling as part of the Services including subscription for a Registered Office Address and/or Alloa, Scotland Trading Address for the Company or you and/or Director’s Service Address Services for directors of the Company you provide Us with power of attorney to receive and formally sign for the receipt of any post addressed to the Company, you and applicable director(s) of the Company.

11.14 Any postal items received will if We are not instructed otherwise and if agreed be forwarded to the address specified by you by Royal Mail untracked and uninsured.

11.15 Our address should not be used by the Company, you and/or any directors or other stake holders of the Company until all identity documentation has been fully verified and approved by Our compliance team, and until such approval has been obtained We reserve the right to hold all statutory mail that has been received at Our address in a digital format and hold other types of mail for a limited period of time or refuse receipt at reception if delivered by tracked type of mail.

  1. Bank and Merchant Account Referral Services

12.1 If you are using Our bank and merchant account referral service you consent to your personal data being transferred by Us to the financial institution of your choice.

12.2 Specific Terms and Conditions of the relevant financial institution(s) relating to the financial services to be provided by the financial institution(s) apply to such services.

12.3 Our bank and merchant account referral service cannot guarantee that the relevant financial institutions accept the Company and/or you as a client.

  1. Nominee Services

13.1 We may provide the Company with nominee directors and/or stakeholders if so ordered by you and accepted by Us in the Order Confirmation.

13.2 Specific Terms and Conditions relating to the Services specified in sub-Clause 13.1 apply to such Services.

  1. Meeting Room Services

14.1 The Hirer is to leave the Meeting Room(s) at the agreed allocated time slot. In the event the Hirer is late for the agreed allocated time slot the Hirer cannot carry over the booked time period past the agreed allocated time slot. In the event the Hirer overstays the agreed allocated time slot, We will charge the Hirer the hourly rate for the Meeting Room for the extra time. The Hirer will be expected to immediately pay for extra time at Our reception. Non-payment will result in an invoice being raised to the Hirer with an applicable admin fee of £80.00 added to the outstanding balance.

14.2 The Hirer is to take good care of and not cause any damage to be done to the Meeting Room(s) or to any fittings, equipment or other property in the Meeting Room(s). The Hirer is to make good and pay for any such damage caused by any act or neglect of the Hirer or anyone for whom the Hirer is responsible, or anyone permitted by the Hirer to enter the Meeting Room(s).

14.3 We will not be liable for any injury to or death of any person attending the Meeting Room(s) or for any losses, claims, demands, actions, proceedings, damages, costs or expenses or other liability incurred by the Hirer in the exercise of the rights granted by the right to hire the Meeting Room(s).

14.4 We will not accept responsibility or liability in respect of any damage to or loss of any goods, articles or property of any kind brought into or left at the Meeting Room(s) or left or deposited with any officer or employee of Us either by the Hirer or by any other person. The Hirer will indemnify Us against such liabilities as are mentioned in this Clause 14.

14.5 We can provide basic refreshments such as tea, coffee, and water for paid bookings over 2 hours of duration. If additional tea and coffee is required, we charge £5.00 for a top up of the provided sachets and hot water. For free bookings of the Meeting Room(s), We charge basic refreshments for up to 4 persons at £5.00 and up to 8 persons at £9.00. The prices detailed in this sub-Clause 14.5 herein is subject to change without notice.

14.6 The Meeting Room(s) are not designed for food service. Only light refreshments or snacks (sandwiches, cookies, water, sodas, tea, coffee, etc.,) are allowed in the Meeting Room(s). We will only provide basic refreshments. Any snacks desired for to be enjoyed in the Meeting Room(s) must be provided by the Hirer. Hot meals (pizzas, soups etc.) and alcoholic beverages are not allowed in the Meeting Room(s).

  1. Items not Included in the Services

15.1 The Services do not include the following:

15.1.1 Book keeping services;

15.1.2 Processing of yearly accounts;

15.1.3 Accountancy services;

15.1.4 Auditing; and

15.1.5 Legal and/or tax counselling.

15.2 Any provision by Us of the services specified under sub-Clause 15.1 requires Our prior written approval.

  1. Cancelling the Services

16.1 Cancellation of the Contract shall be subject to the specific terms governing the Services in question and may be subject to a minimum contract duration. Details of the relevant duration, cancellation provisions and minimum notice periods will be provided and confirmed in the Order Confirmation or on Our Site.

16.2 Once We have begun providing the Services, We may in Our sole discretion cancel the Contract at any time and will give you at least 14 calendar days’ written notice of such cancellation. We shall not be required to disclose the reason for such cancellation. You will only be required to pay for Services that you have received. Such sums will be deducted from any refund due to you or, if no refund is due, We will invoice you for the relevant sums.Eligibility for refunds may vary according to the Services ordered. You will be required to pay for Services supplied up until the point at which you inform Us that you wish to cancel (please note that this may include charges for preparatory work that We have undertaken where We have reasonably incurred costs) and for any Services ordered by you where fees are non-refundable. Such sums will be deducted from any refund due to you or, if no refund is due, We will invoice you for the relevant sums.

16.3 Refunds under this Clause 18 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which you inform Us that you wish to cancel.

16.4 Refunds under this Clause 18 will be made using the same payment method that you used when ordering the Services.

  1. Our Rights to Cancel

17.1 We may cancel the Contract after We have begun providing the Services due to an Event outside of Our control (as under sub-Clause 19.2.4), or due to the non-availability of required personnel and/or required materials necessary for the provision of the Services. In such cases, you will only be required to pay for Services that We have already provided up until the point at which We inform you that We are cancelling. Such sums will be deducted from any refund due to you or, and if no refund is due, We will invoice you for the relevant sums.

17.2 Once We have begun providing the Services, We may in Our sole discretion cancel the Contract at any time and will give you at least 14 calendar days’ written notice of such cancellation. We shall not be required to disclose the reason for such cancellation. You will only be required to pay for Services that you have received. Such sums will be deducted from any refund due to you or, if no refund is due, We will invoice you for the relevant sums.

17.3 We may cancel immediately by giving you written notice in the following circumstances:

17.3.1 You or any directors, partners, shareholders and/or other stake holders of the Company fail to provide Us or relevant third-party providers as required by Us with acceptable form of identification and proof of residential address or fail to pass all PEP (Politically Exposed Persons) and Sanctions screenings within a reasonable timeframe in Our sole discretion.

17.3.2 You fail to make a payment by the due date as set out in Clause 7. Cancellation does not affect Our right to charge you interest on any overdue sums as set out in sub-Clause 7.4;

17.3.3 Sanctions for non-compliance with important public protective measures or other irregularities are imposed on you or the Company by Trading Standards or other public authorities, and these are in Our sole reasonable discretion deemed to be incompatible with Us continuing the Services; or

17.3.4 You breach the Contract in a material way and fail to remedy the breach within 3 calendar days of Us asking you in writing to do so.

17.4 Refunds under sub-Clause 17.3 are provided in Our sole discretion.

17.5 Subject to sub-Clause 17.4 refunds under sub-Clauses 17.1 – 17.3 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which you inform Us that you wish to cancel.

17.6 Refunds under this Clause 19 will be made using the same payment method that you used when ordering the Services.

  1. Our Liability

18.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

18.2 We will not be liable for any costs including but not limited to fines and/or penalties resulting in the late filing of accounts and/or confirmation statement(s) for the Company as it is your responsibility to ensure timely filings of any documents or other formalities on behalf of the Company.

18.3 Subject to sub-Clause 18.4 Our total liability to you for all other losses arising out of or in connection with any contract between you and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be either £100 or 50% of the total sums paid by you to Us under the Contract, whichever is the lower sum.

18.4 Nothing in these Terms seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.

  1. Events Outside of Our Control (Force Majeure)

19.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

19.2 If any event described under this Clause 21 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms:

19.2.1 We will inform you as soon as is reasonably possible;

19.2.2 Our obligations under these Terms (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;

19.2.3 We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Services as necessary;

19.2.4 If the event outside of Our control continues for more than 14 calendar days We may cancel the Contract and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible and in any event no later than 14 calendar days after the date on which We inform you of the cancellation.

  1. Communication and Contact Details

20.1 If you wish to contact Us with general questions or complaints, for matters relating to Our Services or your Order, please contact Us by telephone at 020 3820 0241, by email at info@capital-office.co.uk, or by post to Us at 124 City Road, Alloa, Scotland, EC1V 2NX, United Kingdom.

21 Complaints and Feedback

21.1 We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.

  1. How We Use Your Personal Information (Data Protection)

22.1 All personal information of yours that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and your rights thereunder.

22.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Policy located at the footer of Our Site. When We serve as data processors Our Privacy Policy serves as Data Processing Agreement between you as data controller and Us as data processors under the Data Protection Legislation.

22.3 Our Privacy Policy is integrated into these Terms by reference and must be accepted by you in order for Us to provide and continue to provide the Services to you.

  1. Other Important Terms

23.1 We may transfer (assign) any or all of Our obligations and/or rights under these Terms (and under the Contract, as applicable) to a third-party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms will not be affected.

23.2 You may not transfer (assign) your obligations and rights under these Terms (and under the Contract, as applicable) without Our express written permission.

23.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms.may not transfer (assign) your obligations and rights under these Terms (and under the Contract, as applicable) without Our express written permission.

23.4 If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.

23.5 No failure or delay by Us in exercising any of Our rights under these Terms means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms means that We will waive any subsequent breach of the same or any other provision.

23.6 We may revise these Terms from time to time including but not limited to in response to changes in relevant laws and other regulatory requirements.

  1. Law and Jurisdiction

24.1 These Terms, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.

24.2 Any dispute, controversy, proceedings, or claim between you and Us relating to the Terms or to the relationship between you and Us (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of Scotland

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