These terms (“the Terms”) govern our agreement with you in relation to all AEE services that you subscribe to and that we agree to supply to you from time to time (“the Services”) subject to any additional terms that may be set out in the service descriptions of any AEE Premium Service and Add-Ons (as defined in these Terms) as they apply to you. These Terms may be updated from time to time and any changes will be binding on you. You agree to review these Terms regularly and we are entitled to treat your continued access to or use of the Services as confirmation that you agree to the changes.

THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 13 (LIMITATION OF LIABILITY)

1. Introduction

1.1 We are AEE Business and Accounting Services (“AEE”, “us”, “we” and “our”). AEE Business and Accounting Services trading as AEE Privileged Limited is a company registered in England and Wales under company number 10058430 and its business and registered address is 84 High Street North, Dunstable, Bedfordshire, LU6 1LH.

1.2 These Terms of Service (“Terms”) apply to you, our client (“Client”, “you”, “yourself” and “your”), when you use any of the Services (whether by paid monthly (fee to be paid in full in three months), one off or annual subscription) featured on our website www.aeeprivileged.co.uk (“the Sites”) or and, to the fullest extent applicable, to any services which you are introduced to via the Sites, which are provided by affiliated third parties.

1.3 Definitions. In these Terms, the following definitions apply:

Add-Ons:Any and all of the other value added services (as detailed in the individual Service Descriptions)
Affiliate Services:Services offered by affiliated third parties, including: insurance broking; investment and pension advice; and mortgage broking via applications developed independently by the respective affiliated third parties in collaboration with AEE. Such services may be purchased on the basis of separate contracts with the affiliated third parties who are introduced by AEE.
Business Day:A day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges:The charges payable by clients for the supply of the Services and, where applicable, Add-Ons (which are payable in addition) in accordance with clause 7.
Commencement Date: Has the meaning set out in clause 2.2.
Contract:The contract between AEE and the Client for the supply of the Services in accordance with these Terms.
AEE Premium Account:Means a current subscription to the Services providing access to the Sage Software for delivery of the Services and enabling subscription to all Services.
Sage Software:Means the Sage Business Cloud proprietary software developed and/or licensed by Iris to provide the functionality for the Services for Clients with an AEE Premium Account.
Third Party Software:Means any third party software applications made available by third parties in relation to provide the functionality for the Services accessed via the AEE Premium Account.
Group Company:Means, in relation to AEE only, any corporate entity, which is either a parent or subsidiary undertaking as defined in section 1162 of the Companies Act 2006.
Intellectual Property Rights:Patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get- up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know- how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the World.
Service Descriptions:The individual service descriptions for the AEE Services and Add-Ons and the Affiliate Services as featured on the Site or emailed from time to time. Such Service Descriptions may contain additional contractual terms (“Special Terms”) to govern use which shall be binding on you.
Services: Any and all of the AEE Premium Account Services and the AEE Add On Services
Special Terms:Shall comprise all written communication between AEE and its Clients, that is delivered between the parties by (i) personal delivery, (ii) a nationally recognised, next-day courier service, (iii) first-class registered or recorded mail with postage prepaid, or (iv) electronic mail. The communication will be delivered either to AEE’s registered address or to the Client’s address as recorded by AEE.

1.4 Construction In these Terms, the following rules apply.

1.4.1 A Person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4.2 A reference to a party includes its personal representatives, successors or permitted assigns.

1.4.3 A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.4.4 Any phrase introduced by the terms including, include, in particular, such as or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.4.5 A reference to writing or written includes emails and communication generated by AEE’s systems applications.

2. Formation of Contract

2.1 Your application for an AEE Premium Account constitutes an offer by you to purchase the Services in accordance with these Terms and the Terms of Service (accessed via this link). [By using your AEE Premium Account you acknowledge that you have read and accept the Terms of Service and any accompanying Privacy Policy].

2.2 Your application shall only be deemed to be accepted when we issue written acceptance of the application by way of a Welcome email, at which point and on which date the Contract shall come into existence (Commencement Date). By applying for an AEE Premium Account to be created, you warrant that you are authorised to enter into this contract.

2.3 We reserve the right, at our discretion, not to accept an application for an AEE Premium Account. The reasons may include but not be limited to: technical constraints; you or your business having been banned by us from using the Services; or our inability to confirm adequately your identity; or for any other reason. No charge will be made for declined applications.

2.4 The acceptance of your application is based on the trading activity and organisational structure described by you when first signing up to the Services. If your trading activities or organisational structure change, the Services may not be right for you and we may not be able to continue to provide the Services to your business. In this instance we would reserve the right to issue a disengagement letter and cease to act for you.

2.5 The Private Limited Company Services cater for companies with up to a maximum of:

• Eight (8) Directors;
• Eight (8) Shareholders; and
• 20 employees (inclusive of Directors).

2.6 Private limited companies with Directors and/or Shareholders who live outside of the UK must satisfy particular requirements as a condition of being accepted as clients.

2.7 If you have already been trading as a private limited company and previously used an agent to look after your company’s accounting activities, we will contact that agent to obtain professional clearance and your historical data, which we are required to do immediately upon you entering into the Contract with AEE.

2.8 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 trade, custom, practice or course of dealing The Services

3. Services

AEE shall supply the Services to you in accordance with these Terms in all material respect.

3.1 What is not included

3.1.1 The Premium service is not a comprehensive compliance support programme. The scope of our service is limited to providing accountancy, tax and bookkeeping services of a general nature as detailed below.

3.1.2 The Premium service does not guarantee that your limited company is fully compliant with all rules and regulations imposed by law or regulatory authorities.

3.1.3 You may therefore need to take specialist advice based on your company’s industry type and particular needs and activities. If we identify such areas in performing our work, we will use reasonable endeavours to draw these areas to your attention so that you can decide whether or not to take specialist advice. However, please be aware that we do not guarantee that we will necessarily identity all such specialist areas, even if we are aware of your company’s industry type and particular needs and activities.

3.1.4 AEE will not be liable for failing to identify any requirement you may have for specialist advice nor for any decision you make not to seek specialist advice on a specific matter we do draw to your attention.

3.1.5 AEE shall have the right to make any changes to the Services which are necessary to comply with any applicable law, or which do not materially affect the nature or quality for the Services, and we shall notify you in any such event.

3.2 AEE warrants to you that the Services will be provided using reasonable care and skill.

3.3 In providing general accountancy services, as part of the Services, we delegate certain tasks or subcontract part or all of the contractual performance to: AEE Business and Accounting Services trading as AEE Privileged Limited; or, at our sole discretion, another Group Company; or to suitably qualified third parties.

3.4 In all cases and at all times, AEE shall retain responsibility to you for the performance of the Services.

3.5 Accountancy for Limited Companies using Sage Software

The AEE Premium Account Service includes the following:

Business Insights call

•  An in depth call to understand your business

Kick-start call

• An in depth call to understand your business and our services.

Dedicated (Named) Accountancy Relationship Manager and Accountancy Relationship Advisor

• A dedicated (named) Accountancy Relationship Manager for your company and provide support
• Unlimited phone and email support
• A response to your emails within 6 business hours
• An accountant / advisor is available between 10 am and 5pm each business day

Bookkeeping

• 1.5 hours of bookkeeping every month to reconcile your bank accounts. Additional services will need to be purchased where the bookkeeping service we provide regularly exceeds 1.5 hours per month.

Private Limited Company Year End Accounts

• Preparing your company’s year-end accounts.
• Preparing your annual accounts, in accordance with relevant regulations (FRS 105 – The Financial Reporting Standard applicable to the Micro-Entities Regime), for your approval and online submission to HMRC and Companies House. If your company requires annual accounts under a different accounting regime to FRS 105 we will agree separate terms.

Corporation Tax

• Completing a CT600 and tax computation based upon the annual accounts.
• Presenting the CT600 for your approval and online submission to HMRC.
• Dealing with routine HMRC correspondence. Please note that this does not include an HMRC enquiry, full (which checks the tax return as a whole), or aspect (which checks information on one or more specific points).

Director Payroll

• Registering your PAYE Scheme, in circumstances where this has not been done, or for new Private Limited Companies.
• Calculating salaries based on drawings up to the annual National Insurance primary threshold for all directors.
• Producing Directors’ pay-slips.
• Creating monthly Real Time Information (“RTI”) payroll runs for online submission to HMRC.
• Providing general advice on PAYE, NI and tax coding for all directors.
• Calculating Statutory Sick Pay (“SSP”), Statutory Maternity Pay (“SMP”), Statutory Paternity Pay (“SPP”) and other statutory payments or deductions.
• Preparing your annual PAYE Final Payment Submission (“FPS”) for approval and online submission to HMRC.
• Producing a P60 for all directors.
• Preparing forms P11D and P11D(b) for all directors and relevant employees for approval and online submission to HMRC.
• Dealing with routine HMRC Corporation Tax correspondence (please note that this does not include handling an HMRC enquiry, full or aspect).

VAT

• Completing cash accounting VAT calculations for the following VAT schemes only:
  • standard
  • flat rate
• Calculating quarterly VAT returns, for VAT-registered companies.
• Presenting returns for your approval and online submission to HMRC.
• Notifying HMRC of any changes to your VAT registration.
• Dealing with routine HMRC VAT correspondence (please note that this does not include handling an HMRC enquiry, full or aspect). See paragraph 3.4.1 for scope and limitation of this service
• Acting as Agent for online VAT filing with HMRC, but not for VAT inspections.

Companies House

• Company secretary requirements for Confirmation Statements, stock transfers, new directors, new share allocations, dividend vouchers & board minutes (related to dividends)
• Preparing and submitting your company’s Annual Confirmation Statement.
• Preparing and submitting the Persons with Significant Control Register for new Private Limited Companies and processing required changes for existing Private Limited Companies.

Health check

Two Health checks of your company’s accounts each full company financial period. The Health check is designed to:

1. provide guidance on helping to improve your company’s financial performance
2. assist with any changes in regulations and the impact on your business
3. assist you in understanding the changing needs of your business.

3.5 Add on Services

3.5.1 Add-On Services supplied by AEE are listed below. Where payment is required these Services are paid for separately, if not included within your AEE Premium Account subscription.

Joining AEE

Pre-AEE Service

Preparation of financial statements for a company for period(s) prior to AEE’s appointment as its accountant

During subscription

Bookkeeping

If you require more than 1.5 hour’s bookkeeping per month we will arrange this for an additional fee.

Payroll Services (Regular and CIS)

Provision of payroll services and P11d filing services to companies with up to 20 employees (inclusive of directors). Calculating Statutory Sick Pay (“SSP”), Statutory Maternity Pay (“SMP”), Statutory Paternity Pay (“SPP”) and other statutory payments or deductions.

Pension Auto-Enrolment

Auto-enrolment of employees into your company’s pension scheme.

References (Lettings)

Provision of accountants’ reference in order to secure rented premises.

References (Mortgage)

Provision of accountants’ reference in order to secure a mortgage.

References (Other)

Provision of accountants’ reference for any other reason.

References (Visa)

Provision of accountants’ reference in order to secure a visa.

Registered Address

Providing use of the AEE registered office address as your company’s registered office address for an additional fee. (please refer to Our Fees)

Self-Assessment (Limited Company Directors)

Preparation of Self-Assessment Income Tax and Capital gains Return for company directors and submit to HMRC.

Non trading

Dormancy Service

Preparation of financial statements for a company during a period of dormancy/non-trading.

Closing Service

Closing of schemes and references with HMRC such as PAYE and VAT, preparing final closing company accounts and dissolution with Companies House.

4. Accountancy Advice

4.1 Your AEE Premium Account allows us to discuss general matters about the service for your private limited company which subscribes to AEE. For other matters, information will be offered and additional services recommended should you decide specialist advice is needed on specific matters.

4.2 For the avoidance of doubt, it is our policy to confirm, in writing, advice upon which you may wish to rely. This means that if you wish to rely upon advice which may, initially, be given to you verbally no decision should be taken on the matter until you have requested, received and considered specific advice from us in writing.

5. Client’s Obligation

5.1 You shall:

5.1.1 Co-operate with AEE in all matters relating to the Services including complying with any and all reasonable instructions provided by AEE in relation to the same;

5.1.2 Provide AEE with such information and documentation as AEE may reasonably require in order to supply the Services, and ensuring that this is accurate in all material respects;

5.1.3 Ensure that AEE has complete and accurate information to enable us to keep your accounts up to date at all times throughout the subscription period, including any changes to the company structure, trading activity, business address and personal contact details; 

5.1.4 Provide AEE with the necessary information to keep your AEE Account up to date. Information should be provided by electronic means to enable us to enter all expenses; record all withdrawals and payments; reconcile your accounts to your relevant bank and credit card statements on a regular basis; file your VAT returns (if you are registered); and file RTI submissions when required. You will be responsible for providing accurate information on our excel spreadsheet about the company’s trading income and expenditure (such as sales invoices, purchase ledgers and credit notes);

5.1.5 Advise us accordingly, if it is confirmed that your business activities are within the scope of IR35. If this is the case, you will then be required to take up the paid for AEE Payroll service so that we can prepare the appropriate “deemed payment” calculations. It is your responsibility to request an IR35 Review, Enhanced IR35 Review, or IR35 Express Enhanced Review if you consider these to be required and, dependent on the level of service you selected, additional charges may apply. Unless we receive instructions from you to the contrary, or you request a review, we will always treat you as outside; 

5.1.6 Advise us if you are an agency or intermediary that supplies the services of individuals to a client, provide more than one worker’s services to one or more clients because of your contract with those clients, or make one or more payments for the services provided to clients (including payments to third parties). Similarly, you must also advise us if your business secures investment from outside sources or if your business takes on a loan, credit or other guarantee. If such circumstances exist you authorise AEE to contact the provider of such investors, loans, credit arrangements and guarantees.

5.1.7 You must let us know about any other changes in your company’s circumstances which may result in additional reporting to the Government or other statutory regulators.

5.1.8 Open at least one UK sterling business account, with a UK-based bank, through which your company can process business transactions. You will need to provide us with the necessary bank statements and / or CSVs to enable AEE to complete your monthly bookkeeping;

5.1.9 Ensure that the Services are not abused or used for any immoral or illegal purpose or in any way that would bring AEE into disrepute;

5.1.10 Provide us with the necessary, accurate and timely information about your directors who are employees to ensure that the data in your RTI payroll submissions is correct and that the submissions are made on time. Failure to do this may lead to automatic penalties, surcharges and/or interest charged by HMRC. Employers cannot delegate this legal responsibility to others;

5.1.11 Provide us with the necessary, accurate and timely information about your company and its Directors and Shareholders to allow AEE to meet filing deadlines for your Annual Confirmation Statement (including your Persons with Significant Control Register). You will be notified of these filing deadlines in advance by email. We cannot be held responsible for any late filing fees or penalties if the information you provided is incomplete or not supplied in a timely way;

5.1.12 Ensure that you have a currently active AEE Premium Account in order to file any company returns, this includes PAYE Full Payment Submission (“FPS”), which requires filing at specific times in the calendar year. If you choose to leave the Service before these filings are due, and have not made specific arrangements with AEE, you will need to make your own filings;

5.1.13 Remain solely and fully responsible for any breach of your obligations under these Terms and the consequences of any such breach, expressly acknowledging that AEE has no responsibility to you or to any third party for such breaches or the consequences of such breaches and that you shall indemnify AEE in relation to the same in accordance with clause 14.8; and

5.1.14 Your AEE Premium Service must be purchased for a minimum of 12 months. After 12 months, you must notify AEE of an intention to cancel your AEE Premium Account at least 30 days before the next related direct debit payment is due to be processed. 

5.2 You shall not:

5.2.1 Give any illegal or improper bribe, kickback, payment, gift, or thing of value to any AEE Business Services employees or agents in connection with the Services;

5.2.2 Use any feature of the Services in any way that might infringe the rights or privacy of other users of the Services (either by hacking or other malicious means or otherwise);

5.2.3 Impersonate any person or entity, or falsely state or otherwise make available content that contains software viruses or any other computer code, files or programmes that could interrupt, destroy or limit the functionality of the hardware or telecommunications equipment of AEE, its users or affiliates; or

5.2.4 Reproduce, copy, sell, trade or resell all or any part of the Services for any purpose.

5.3 If AEE’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (“Client Default”):

5.3.1 AEE shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays AEE’s performance of any of its obligations;

5.3.2 AEE shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from AEE’s failure or delay to perform any of its obligations as set out in this clause 5.3; and

5.3.3 The client shall reimburse AEE on written demand for any costs or losses sustained or incurred by AEE arising directly or indirectly from the Client Default.

5.4 You are responsible for the accuracy and completeness of data you enter on to the Excel spreadsheet relating to your company’s income (such as sales invoices, purchase ledgers, credit notes etc). AEE is responsible for the entry of data as part of the bookkeeping service we provide. The data input by us relies on the information you provide to us. We are under no obligation to identify, specifically, missing or incomplete information.

5.5 If you have accounts from previous years that have not yet been finalised, we will not have opening balances from these periods. Consequently, your accounts will not truly and accurately reflect your current financial status until we have this information.

5.6 If you start to use the Services midway through your current trading period you will be need to make arrangements with AEE to enter any associated data relating to your trading activities and related transaction already undertaken. This may require you to purchase additional bookkeeping services.

5.7 AEE will start providing its services for the financial year in which the Commencement Date falls. Any previous year’s accounts must be completed and filed by your previous agent, if you have one, or arrangements can be made separately to perform these activities with AEE.

5.8 If your previous year’s accounts have not been filed, and opening balances are not entered into your accounts by the time your first year end Accounts are due to be filed by AEE, they will not be able to be filed. Any fines or penalties resulting from this will not be the responsibility of AEE.

5.9 Company directors are wholly responsible for the registration, completion and filing of their own annual Self Assessment Tax returns. AEE can assist with this and offers a separate, paid for Personal Tax service for tax registration and for the completion and filing of returns – See clause 3.5 (Add on services).

5.10 You have a legal responsibility to retain documents and records relevant to your tax affairs. During the course of our work, we may collect information from you and others relevant to your tax affairs. We will return any original documents to you, if requested. Documents and records relevant to your tax affairs are required by law to be retained by individuals and companies. Individuals who are self-employed must retain their tax records for at least 5 years after the 31 January submission deadline of the relevant tax year. Private Limited Companies must keep records for at least 6 years from the end of the last company financial year to which they relate. Whilst certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than 7 years old. You must inform us if you require the return or retention of any specific documents for a longer period.

5.11 For the avoidance of doubt you are solely responsible for all tax liabilities, interest, penalties and the costs of defending your status regardless of the outcome of an IR35 Review, Enhanced IR35 Review or Express Enhanced IR35 Review and/or the subsequent status determined by a tribunal or other hearing.

6. Access, Security and Data Protection

6.1 Each party acts as a Controller for the purposes of the General Data Protection Regulation (Regulation (EU) 2016/679)) and shall comply with all data protection legislation applicable to it (‘Data Protection Law’) when processing personal data in connection with the Services. Each party undertakes not to knowingly cause the other to breach Data Protection Law. In particular, you shall ensure that any disclosure of Personal Data to us complies with Data Protection Law.

6.2 Our Privacy Policy explains how we process personal information received by us about you (if you are an individual) or your employees (if you are a company) in order to provide the Services and meet our own legal and regulatory obligations. In agreeing to these Terms, you acknowledge that you have read our Privacy Policy, as may be updated from time to time. You can always find the most up to date version of our Privacy Policy on our website. 

7. Charges and Payment

7.1 Your subscription – Charges and Payment Terms: Subscription Charges for use of the Services are payable in full, in three monthly scheduled payment, or annually in advance. The subscription rates are posted on our website and we may vary these from time to time. Prices on our website are quoted in UK£ and exclude VAT, which is also payable. You will be notified of any changes to our current price plan. It is a requirement that all Clients agree to set up a direct debit in favour of AEE for full payment of three monthly scheduled subscription fees.

7.12 Insofar as we are permitted to do so by law or professional guidelines, 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 are paid in full.

7.13 We reserve the right to increase our Charges on an annual basis in April each year in line with the percentage in the Retail Price Index (RPI) in the preceding 12 months.

7.1 Your subscription – Charges and Payment Terms: Subscription Charges for use of the Services are payable in three monthly scheduled payments, or annually, in advance. The subscription rates are posted on our website and we may vary these from time to time. Prices on our website are quoted in UK£ and exclude VAT, which is also payable. You will be notified of any changes to our current price plan. It is a requirement that all Clients agree to set up a direct debit in favour of AEE Business Services for payment of monthly subscription fees.

7.2 Additional Charges are payable and Add-Ons which fall outside of the scope of the Packaged Services and the amounts payable shall be posted on our website from time to time. The current rate shall be notified to the Client in advance of subscribing to the Add-Ons. If you require a specific additional service, please ask your Client Manager for details.

7.3 The Client shall pay all amounts due under the Contract in full without any set-off, counter claim, deduction or withholding (except for any deduction or withholding required by law). AEE may at anytime, without limiting its other rights or remedies, set-off any amount owing to it by the Client against any amount payable by AEE to the Client.

7.4 All amounts payable by the Client under the Contract are exclusive of amounts in respect of VAT chargeable for the time being. Where any taxable supply for VAT purposes is made under the Contract by AEE to the Client, the Client shall, on receipt of a valid VAT invoice from AEE, pay to AEE such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

7.5 The Services rely upon the continuous payment of the three scheduled monthly subscriptions. We are unable to provide breaks in subscription fees or any refunds due to: non-trading; you taking up permanent employment; or other disruptions to your business.

7.6 If an annual payment is made for the Services please note that we cannot offer a pro-rated refund if you choose to cancel your AEE Premium Account before the end of the year for which you have paid. Your subscription and set up fee are for a minimum of 12 months.

7.7 Once any company return has been filed, AEE cannot be held responsible or accountable for any omissions in your accounts. Any changes required after submissions do not fall within the AEE subscription fee and will be charged separately.

7.8 We shall be under no obligation to provide the Services if any subscription fee is not paid to us on time. If subscription fees become overdue we reserve the right to suspend your access to the Services until the balance is paid and we may close your AEE Premium Account permanently.

7.9 The Client must ensure that we have complete and accurate billing and contact information throughout the subscription period, including the full name of the Client, its business address and a billing contact email address.

7.10 If the Client fails to make any payment due to AEE under the Contract by the due date for payment, then the Client shall pay interest on the overdue amount at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 and subsequent amendments. Currently, this is a rate of 8 per cent per annum above the Bank of England’s base rate from time-to-time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.

7.11 Insofar as we are permitted to do so by law or professional guidelines, 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 are paid in full.

7.12 We reserve the right to increase our Charges on an annual basis in April each year in line with the percentage in the Retail Price Index (RPI) in the preceding 12 months.

8. Partner Services

8.1 AEE has a range of partners that can provide services to you.

10. Intellectual Property Rights 

10.1 The Client acknowledges and agrees that all Intellectual Property Rights existing or arising in any materials, know-how, specifications, inventions, processes, software, applications, data or information supplied by AEE under or in connection with the Services shall at all times belong to and remain vested in AEE and its licensors and, save as expressly provided hereunder, no proprietary rights or any other rights whatsoever are assigned, granted or shall otherwise pass to the Client. For the avoidance of doubt, AEE boxed graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade address of AEE in the UK and/or other countries. They may not be used in connection with any other product or service that is likely to cause confusion.

10.2 The Client acknowledges that, in respect of any third party Intellectual Property Rights (which may be a feature of any AEE Services and Add-Ons or otherwise), the Client’s use of any such Intellectual Property Rights is conditional on AEE obtaining a written licence from the relevant licensor on such terms as will entitle AEE to license such rights to the Client. Further, you acknowledge and understand that all information (including data files, emails, computer software, advertisements, sponsored content and others), which you may have access to when using third party services, are the sole responsibility of the entity from which such content originated.

10.3 You shall not:

10.3.1 Remove or alter the conditions of use, any copyright notices and other identification disclaimers as they may appear on the website, or in any print format; or

10.3.2 Provide any content by electronic means to any person other than an authorised user; or

10.3.3 Alter or change any part of the content.

11. Confidentiality

11.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, investigations, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to the disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 12 shall survive termination of the Contract.

12. Anti-money laundering and other regulations

12.1 AEE is obliged to comply with the Money Laundering Regulations 2007, the Proceeds of Crime Act 2002 and the Terrorism Act 2000. AEE Business and Accounting Services also observes the bye-laws, regulations and ethical guidelines with respect to anti-money laundering regulations. This compliance requires us to carry out identity verification checks before allowing use of the Services. We may request and retain from you such information and documentation as we require for these purposes and/or make searches of appropriate databases and to report, in accordance with the relevant legislation and regulations. Carrying out an identity verification check will place a soft footprint on your credit file. However it will not affect your credit rating in any way.

12.2 If we cannot adequately confirm your identity in accordance with the Regulations described in 13.1, we reserve the right to refuse your use of the Services.

12.3 We have a duty under Section 330 of the Proceeds of Crime Act 2002 to report to the Serious Organised Crime Agency (SOCA) if we know, or have reasonable cause to suspect, that you or anyone connected with your business are or have been involved in money laundering. Failure on our part to make a report where we have knowledge, or reasonable grounds for suspicion, would constitute a criminal offence. We are obliged by law to undertake this reporting to SOCA, but are under no obligation to make you aware of this reporting. In fact, we may commit the criminal offence of “tipping off” under Section 333 of the Proceeds of Crime Act 2002 if we were to inform you that a report had been made. In consequence, neither AEE business service’s principals nor staff may enter into any correspondence or discussions with you regarding such matters.

12.4 The act of money laundering is defined in Sections 327, 328, 329 and 340(11) of the Proceeds of Crime Act 2002 and includes:

12.4.1 Concealing, disguising, converting, transferring or removing criminal property;

12.4.2 Arranging the acquisition, retention, use or control of criminal property by or on behalf of another person; and

12.4.3 Acquiring, using and possessing criminal property.

12.5 We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 by complying with the bye-laws, regulations and ethical guidelines of respect.

12.6 AEE complies with the Criminal Finances Act 2017 and operates adequate procedures and controls aimed at preventing its staff, clients and other affiliates from facilitating tax evasion.

12.7 AEE complies with the Bribery Act 2010 and operates adequate procedures and controls aimed at preventing bribery in its business dealings.

13. Warranties and limitations of liability and indemnity

13.1 The Client warrants that it has all requisite power and authority to execute, deliver and perform its obligations in accordance with these Terms and that it shall comply with all applicable laws and regulations of any competent authority as they apply to the Services.

13.2 We will use reasonable endeavours to ensure that the Services are suitable for your intended use but we do not warrant that the Services will meet your requirements or that they will be error-free, timely, reliable, entirely secure, virus-free or available at all times since we are dependent on the reliability of the internet and your use of your own computer to access the Services. We will try to keep any disruptions to a minimum but it may be necessary to suspend the Services from time to time to carry out maintenance and support work.

13.3 The Services are provided on an “as is” basis. Save as expressly set out in these Terms, all warranties, representations, undertakings or terms whether express or implied, statutory or otherwise, including in particular any implied warranty of satisfactory quality or fitness for any particular purpose or use are excluded to the fullest extent permitted by law.

13.4 Nothing in these Terms shall limit or exclude AEE’s liability for:

13.4.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

13.4.2 Fraud or fraudulent misrepresentation.

13.5 Subject to clause 13.4, AEE shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or correction of software, data or information, loss of goodwill, any regulatory fines (total or incremental) arising from circumstances occurring prior to appointment, or any indirect or consequential loss arising under or in connection with the Contract.

13.6 Subject to clause 13.4, AEE’s total aggregate liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total sum of the Charges paid by the Client for the Services in the 12 month period preceding the date when the claim or claims arose.

13.7 The Client agrees that all the limitations and exclusions of liability in favour of AEE have been drawn to its attention and are reasonable in the circumstances under which the Services are to be performed. In the event that a court of competent authority does not agree that the provisions of clause 16.4 shall apply and in any event, subject to clauses 13.5 and 13.6 and this clause, AEE’s total liability shall not exceed the limits of the professional indemnity insurance that it maintains from time to time.

13.8 INDEMNITY: The Client hereby undertakes and agrees to indemnify AEE and keep it fully indemnified for and against any and all costs, losses, damages, expense and/or liabilities (including, without limitation, any legal fees and expenses) which may be suffered or incurred by AEE arising out of or in connection with (i) any breach of the Client’s undertakings or obligations set out in these Terms, and/or (ii) the Client’s negligence, fraud or misconduct.

13.8 INDEMNITY: The Client hereby undertakes and agrees to indemnify AEE and keep it fully indemnified for and against any and all costs, losses, damages, expense and/or liabilities (including, without limitation, any legal fees and expenses) which may be suffered or incurred by AEE arising out of or in connection with (i) any breach of the Client’s undertakings or obligations set out in these Terms, and/or (ii) the Client’s negligence, fraud or misconduct.

13.9 This clause 13 shall survive termination of the Contract

14. Termination

14.1 The Client shall be deemed to have terminated the Contract if:

14.1.1 The Client does not elect to subscribe to the Services at the end of any trial period: and/or

14.1.2 The Client cancels their subscription to the Services or fails to pay AEE for a subsequent renewal when due.

14.2 AEE may terminate the Contract at any time by giving the Client not less than one (1) month’s Written Notice or with immediate effect, at AEE’s sole discretion, should any of the events described in clause 15.6 occur. The Client may terminate the Contract at any time by giving AEE not less than one (1) month’s prior Written Notice.

14.3 Without prejudice to its other rights and remedies, either party may, by Written Notice to the other, terminate the Contract with immediate effect if the other party:

14.3.1 Subject to clause 15.4, commits a material breach of the Contract and shall, in the case of any remediable breach, fail to remedy the same within 14 business days of receipt of a written notice from the non-breaching party requiring such remedy; and/or

14.3.2 Is unable to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986) or otherwise becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other party (other than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the other party’s assets or the other party enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction or if it ceases to trade or threatens to cease trade.

14.4 For the avoidance of doubt, failure by the Client to pay any Charges due to AEE in full in cleared funds by the due date shall constitute a material breach of the Contract (see clause Failure by the Client to pay the Charges to AEE in cleared funds by the due date on more than two occasions shall entitle AEE to terminate the Contract immediately on giving Written Notice to the Client.

14.5 Without limiting its other rights or remedies, AEE may suspend provision of the Services under the Contract or any other contract between the Client and AEE if the Client becomes subject to any of the events listed in clause 14.3.2 or AEE reasonably believes that the Client is about to become subject to any of them.

14.6 The events referred to in clause 14.2 above, which shall entitle AEE to terminate the Contract with immediate effect by written notice (which may be given by email) include, without limitation:

14.6.1 Non-Payment – where your AEE Premium Account has been suspended and you have not paid us within one month or where your direct debit has failed more than once in a financial year;

14.6.2 Abusive Behaviour and discrimination – use of racist, abusive, homophobic or sexist language or any other threatening or inappropriate conduct directed at our staff or third parties;

14.6.3 Incompatibility – where it becomes apparent that the Client’s business is incompatible with the AEE Premium Service due to, by way of non-exhaustive examples, the:

(i) abnormal size of the company; 
(ii) number of transactions per month; 
(iii) operation of non-pound sterling bank accounts; 
(iv) existence of stock and/or work-in-progress assets: 
(v) engagement in factoring transactions; and 
(vi) existence of investments in subsidiaries and/or other affiliated companies. 

14.6.4 Excessive Use – the AEE Premium service is defined at paragraph 3.4. Where, in AEE’s opinion only; the level of support required to maintain you, is excessive by any objective measure of comparison with other users whether by reason of the volume of transactions or the number of service support requests. There are limitations on the amount of time your bookkeeper will spend maintaining your account which may mean you need to purchase additional bookkeeping services should this level be exceeded;

14.6.5 Failure to provide accurate information – for trading income and expenditure such as sales invoices, purchase ledgers, credit notes etc; 14.6.6 Non-Communication– where there has been no answer by you to phone calls or other communications for an extended period of time and no instructions have been given in relation to dormancy or closure;

14.6.7 Failure to make payments – where you repeatedly and deliberately fail to make tax payments that we have prescribed.

14.7 Consequences of Termination

14.7.1 On termination of the Contract for any reason:

i. The Client shall immediately pay to AEE all of AEE’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, AEE shall submit an invoice, which shall be payable by the Client immediately on receipt;

ii. The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

iii. Clauses which expressly or by implication survive termination shall continue in full force and effect.

14.7.2 Termination will result in the closure of your AEE Premium Account and disengagement as your Agents. In such cases we will issue a disengagement letter to ensure our respective responsibilities are clear.

14.7.3 Following the cancellation of your account, AEE will have no further responsibility in relation to the preparation or filing of your Limited company accounts, RTI filings or any other return. As a Director you will have continued responsibilities and are solely responsible for identifying another service or accountant to satisfy the need for the service that we provided.

14.7.4 If you require the preparation of your Company’s Year End accounts prior to leaving AEE, we will ask you to make full payment if the number of scheduled monthly payments made has not covered the full accounting period for which we are producing year end accounts. If you require us to also assist with closure of your company, or preparation or dormancy, additional fees will apply.

14.7.5 Suspension of your AEE Premium Account could seriously jeopardise our and your ability to manage your company accounts and could lead to the missing of submission deadlines, including monthly RTI filing.

14.7.6 AEE cannot be held liable for any fines incurred resulting from this, and all our obligations under these Terms of Services are suspended.

14.7.7 If we withdraw access to the Services no refund will be payable by us. One month’s notice will be given prior to the suspension of an AEE Premium Account after which time if any issue has not been resolved within the following month, we will take action to disengage ourselves as your Agent. We also reserve the right to close any AEE Premium Account for any reason, by giving one month’s notice.

Force Majeure

15.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of AEE including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of AEE or any other party), failure of a utility service (including the Internet) or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

15.2 AEE shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

15.3 If the Force Majeure Event prevents AEE from providing any of the Services for more than 10 weeks, AEE shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.

16. General

16.1 Assignment and other dealings: AEE may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to a Group Company or any other third party or agent.

16.1.1 The Client shall not, without the prior written consent of AEE, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

16.1.2 You hereby agree that AEE Business and Accounting Services, or a suitably qualified third party (a “Trusted Agent”) is hereby appointed to act as your Agent in relation to our dealings with HMRC and Companies House or any other competent governmental or regulatory authority.

16.2 Internal Disputes and Complaints. If the Client is a Private Limited Company and we become aware of a dispute between parties who are shareholders or directors of the company, it should be noted that our client is the company itself. 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.

16.2.1 AEE aims to provide the highest levels of client service and accountancy advice and support at all times but we recognise that, even with the best intentions and systems, things do not always live up to expectations. We deeply regret any times where this is cause for complaint. If you are unhappy with the Services please contact your AEE Accountancy Relationship Manager in the first instance. If you are still not satisfied or would like to escalate your complaint, please put it into writing to complaints@aeeprivileged.co.uk.

16.2 Notices

16.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in the form of a Written Notice, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause. We will communicate with you and with third parties via email or by other electronic means, unless another method is more appropriate. You will be responsible for virus – checking emails and any attachments.

16.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address recorded on your AEE Premium Account; if sent by pre-paid first class post or other next working day delivery service, at 9.00am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.

16.2.3 You agree that AEE may send you notices via email, regular mail or alerts within the Services.

16.2.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

16.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision or part- provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

16.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the Agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

16.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

16.7 Entire Agreement. The Terms and Service Descriptions constitute the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of AEE, which is not set out in the Contract.

16.8 Variation. Except as set out in these Terms, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by AEE.

16.9 Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales. We and you agree to attempt to resolve any dispute amicably by speaking to one another before resorting to any legal action.

16.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).