Terms and Conditions

1. Application
   These Terms and Conditions shall apply to the provision of the services detailed within the proposal. (“Services”) by The Paperwork Team Ltd, a company registered in the United Kingdom under number 07668357 whose registered office is at 5 Manor Lane, Shipston-on-Stour, Warwickshire CV36 4EF(“Provider”) to you (“Client”) the undersigned. No other terms and conditions shall apply to the provision of Services unless agreed upon in writing between the Provider and the Client. 
2. Interpretation in these Terms and Conditions
   2.1 Services means the services to be provided by the Provider to the Client.
   2.2 Proposal means the proposal document issued by the Provider to the Client.
   2.3 Business Day means a day other than a Saturday, Sunday, or bank holiday.
   2.4 Headings are for convenience only and shall not affect their interpretation.
   2.5 Words imparting the singular number shall include the plural and vice-versa.
   2.6 Parties means the Provider and the Client.
   2.7 Confidential Information means any information disclosed by one party to the other party, whether orally or in writing, that is marked as confidential or that, under the circumstances, ought reasonably to be treated as confidential. Confidential Information includes, but is not limited to, trade secrets, business plans, financial information, customer lists and technical data.

3. Non-Disparagement.
   The Parties agree not to disparage, slander, or defame, directly or indirectly, each other or its principals, agents, officers, owners, directors or employees whether during the Term or after termination of this Agreement. Further, this term shall apply, without limitation, to all forms of social media and content online forums.  Nothing herein shall prevent any Party from making any truthful statement in connection with any legal proceedings or with any investigation by any governmental authority. 
4. Provider Obligations
   4.1 With effect from the commencement date stated in this proposal and in consideration of the Fees being paid in accordance with these Terms and Conditions, the Provider shall provide the Services to the Client.
   4.2 The Provider shall use reasonable care and skill in its performance of the Services and shall ensure compliance with any and all relevant codes of practice, regulations and industry standards.
   4.3 The Provider will use their expertise to prepare tax returns, reports, documentation and online copy based on the information provided by the Client. However, the Provider cannot be held liable for any errors or omissions caused by inaccurate or incomplete information provided by the Client.
   4.4 The Provider reserves the right to refuse publication of any content deemed indecent, obscene, or offensive.
   4.5 The Provider shall keep confidential all confidential information of the Client, including but not limited to financial information, business strategies, and client data. The Provider shall not disclose such information to any third party without the Client’s prior written consent, except as required by law.  
   4.6 The Provider will communicate with the Client regularly and promptly, keeping them informed of the progress of the Services.
   4.7 If the Provider engages third-party service providers to assist in delivering the Services, it will ensure that such providers are reputable and comply with relevant data protection and security standards.
   4.8 The Provider will take reasonable steps to ensure the continuity of the Services.
   4.9 Data Protection and Privacy
   4.9.1 The Provider shall comply with all applicable data protection and privacy laws, and regulations, including but not limited to the General Data Protection Regulation (GDPR) and the UK GDPR.
   4.9.2 The Provider shall process personal data only for the purposes of providing the Services and shall take appropriate technical and organisational measures to protect personal data. 
   4.9.3 The Provider shall not disclose or share any personal data with third parties without the Client’s prior written consent, except as required by law or to provide the Services.
   4.9.4 The Provider shall return or destroy any personal data provided by the Client upon completion of the Services or as otherwise agreed by the parties.
5. Client Obligations
   5.1 The Client is responsible for providing all necessary information, documentation, and materials to the Provider in a timely manner, including but not limited to income details, receipts, bank statements, P60s, employee information, contracts, payroll records, website content, brand guidelines, social media account access, and any other relevant documents.
   5.2 The Client is responsible for the information provided and shall ensure it is accurate, complete, up-to-date, and does not infringe any law, regulation, or third-party rights. Any changes in circumstances should be reported immediately in writing.
   5.3 The Client is responsible for reviewing and approving all work products provided by the Provider. This includes, but is not limited to, drafts, designs and content. The Provider will use reasonable efforts to ensure the accuracy and quality of the work, but the Client ultimately assumes responsibility for any errors, omissions, or inaccuracies in the final deliverables.
   5.4 The Client shall obtain all necessary rights, consents, permissions and secure access as required by the Provider to perform the Services and indemnify the Provider against any costs arising from infringement or unauthorised use of these.
   5.5 The Provider shall not be liable for any delay or failure to provide the Services where such delay or failure is due to the Client’s failure to comply with the provisions of this Clause 5.
   5.6 The Client shall cooperate with the Provider and provide timely responses to requests for information or clarification.
   5.7 The Client shall be responsible for checking current Terms and Conditions as posted on the Provider’s website for updates.
6. Scope Creep
   6.1 Any variation to the Services agreed upon by the parties in writing shall be incorporated into these Terms and Conditions.
   6.2 The Provider reserves the right to suspend progress on any Service charged at a fixed price if the scope of work deviates from the Provider’s initial understanding and agreement.
   6.3 If a variation results in additional costs or a change to the agreed timeline, the Provider shall notify the Client in writing, specifying the additional costs and revised timeline. Immediate payment for work completed to this point will become due.
   6.4 The Client shall be responsible for paying any additional costs incurred as a result of variations agreed.

7. Fees [and Deposit]
   7.1 The fees (“Fees”) for the Services are set out in this proposal.
   7.2 In addition to the Fees, the Provider shall be entitled to recover from the Client reasonable incidental expenses for materials used and for third-party goods and/or services supplied in connection with the Services. Failure to pay these on time may result in temporary suspension of services.
   7.3 The Client shall pay the Provider for any additional services provided by the Provider that are not specified in this proposal in accordance with the Provider’s then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between the Provider and the Client. The provisions of sub-Clause 7.2 shall also apply to such additional services.
   7.4 The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
   7.5 All design, graphics, and programming produced by us remain our intellectual property until full and final payment for them has been received.
   7.6 The Client shall be required to pay a deposit (“Deposit”) when detailed within this proposal either at the time of accepting this proposal or within 14 days of acceptance.
   7.7 If the Client does not pay the Deposit to the Provider in accordance with sub-Clause 7.5 the Provider shall have the right to withhold provision of the Services until the Deposit is received or may terminate in accordance with Clause 11.
   7.8 The Deposit shall be non-refundable unless the Provider fails to provide the Services and is at fault for such failure (where the failure is not the fault of the Provider, no refund shall be made).
8. Proposal, Contract, and Variation
   8.1 The Provider is not obliged to accept an order for Services from the Client unless the Client has supplied references which are requested by, and satisfactory to, the Provider.
   8.2 This proposal constitutes written acceptance and confirmation by the Provider of the Client’s order for the Services (as agreed between the Provider and the Client).
   8.3 Having issued this proposal which is a contractual offer to provide the Services, the Provider agrees to enter into a contract for the provision of Services upon the Client’s signed acceptance of this proposal and of these Terms and Conditions.
   8.4 This proposal is valid for a period of 30 days only from the date of this proposal unless expressly withdrawn by the Provider at an earlier time.
   8.5 Either the Provider or the Client may cancel the order for any reason prior to the Client’s acceptance (or rejection) of this proposal.
   8.6 If the Client wishes to vary any details of the Services it must notify the Provider in writing as soon as possible. The Provider shall endeavour to make any required changes and additional costs shall be invoiced to the Client.
   8.7 If, due to circumstances beyond its control, the Provider has to make any change in the Services or the arrangements relating to the provision thereof, it shall notify the Client immediately. The Provider shall endeavour to keep any such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.
9. Confidentiality
   9.1 Each party agrees to keep the other party’s Confidential Information confidential and to use such Confidential Information solely for the purposes of performing its obligations under this Agreement.
   9.2 Each party shall not disclose Confidential Information to any third party without the prior written consent of the disclosing party.
   9.3 Exceptions to confidentiality may include the receiving party disclosing confidential information to its employees, contractors, and agents who have a need to know such information and who are bound by confidentiality agreements as least as restrictive as those contained herein.
   9.4 The receiving party may also disclose confidential information as required by law, regulation, or court order, provided that it uses reasonable efforts to notify the disclosing party prior to such disclosure.
10. Payment
    10.1 Following the Client’s acceptance of this proposal, the Provider shall invoice the Client for the Fees either:
    (a) upon completion of its provision of the Services; or
    (b) on the invoice dates set out in this proposal.
    10.2 The Client shall pay the Fees due within 14 days of the date of the Provider’s invoice or as otherwise stated on the invoice.
    10.3 If the Client fails to make payment within the period in sub-Clause 10.2, the Provider shall charge the Client interest at the rate of 8% per annum above the Bank of England base on the amount outstanding until payment is received in full.
    10.4 If the Client fails to make payment within the period in sub-Clause 10.2, the Provider shall have the right to suspend any further provision of the Services and to cancel any future services which may have been ordered by, or otherwise arranged with, the Client.
    10.5 Receipts for payment will be issued by the Provider only at the Client’s request.
    10.6 All payments must be made in Pound Sterling (GBP) unless otherwise agreed in writing between the Provider and the Client.
    10.7 Direct Debit Subscriptions
    10.7.1 The Client authorises the Provider to collect subscription payments by direct debit.
    10.7.2 The Client shall provide the Provider with accurate and up-to-date bank account details for direct debit payments.
    10.7.3 The Client may cancel a direct debit subscription by providing 30 days’ written notice to the Provider.
    10.7.4 The Provider reserves the right to amend the subscription fees with 30 days’ written notice to the Client.
    10.7.5 Subscription payments cover the services provided by the Provider during the specified billing period. No refunds will be issued for unused services or for periods where services have been partially utilised. If you choose to terminate your subscription mid-term, you may be liable for additional fees from a new service provider to cover services already provided by the Provider. The Provider will not offer any refunds or coverage of additional fees in this eventuality.
11. Termination
    11.1 The Provider may terminate the provision of the Services immediately if:
    (a) the Client commits a material breach of its obligations under these Terms and Conditions or becomes insolvent.
    (b) the Client enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
    (c) the Client convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator, or administrative receiver appointed in respect of its assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Client, notice of intention to appoint an administrator is given by the Client or any of its directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Client or for the granting of an administration order in respect of the Client, or any proceedings are commenced relating to the insolvency or possible insolvency of the Client.
    (d) the Client is suspected of money laundering or terrorist financing.
    (e) the Client fails to provide necessary information or violates any of these Terms
    11.2 Either party may terminate this Agreement with 30 days’ written notice to the other party for convenience.
    11.3 Upon termination of this Agreement by either party, the Client shall immediately pay the Provider for all Services provided up to the date of termination.
12. Intellectual Property and Data Protection
    All intellectual property rights, including but not limited to copyrights, patents, trademarks, trade secrets, and know-how, created or arising from the Services shall be owned by the Provider. The Provider reserves the right to take such action as may be appropriate to restrain or prevent the infringement of such intellectual property rights.
13. Liability and Indemnity
    13.1 The Provider will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under these Terms and Conditions, be liable for any loss of profit or any indirect, special, or consequential loss, damage, costs, expenses or other claims (whether caused by the Provider’s employees, agents or otherwise), or any loss of data, use, goodwill, or other intangible losses in connection with its provision of the Services or the performance of any of its other obligations under these Terms and Conditions or this proposal or with the use by the Client of the Services supplied.
    13.2 The Provider shall use its best efforts to complete the Services within the agreed timelines. However, the Provider shall not be liable for any delay or failure to perform its obligations if such delay or failure is due to circumstances beyond its reasonable control, including but not limited to force majeure events. The Provider is not liable for any financial losses incurred as a result of such delays or failures.
    13.3 Any advice given, is supplied in good faith with the expectation that the Client will satisfy themselves with all legal accuracy and intent. The Provider shall not be held liable for any disputes arising from the provision of suggested drafts, documents, or frameworks.
    13.4 The Client shall indemnify the Provider against all damages, costs, claims, and expenses suffered by the Provider arising from any loss or damage to any equipment (including that belonging to third parties) caused by the Client
    13.5 Nothing in these Terms and Conditions shall limit or exclude the Provider’s liability for death or personal injury caused by its negligence or for any other matters for which it would be unlawful to exclude or limit liability.
    13.6 In no event shall the Provider’s total liability to the Client under these Terms and Conditions exceed the total fees paid by the Client to the Provider for the Services.
14. Force Majeure
    Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to, compatibility, power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, or any other event that is beyond the control of the party in question.
15. Communications
    15.1 All notices under these Terms and Conditions shall be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
    15.2 Notices shall be deemed to have been duly given
    (a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
    (b) when sent via email, and a receipt is generated;
    (c) on the fifth business day following mailing, if mailed by national ordinary mail; or
    (d) on the tenth business day following mailing, if mailed by airmail.
    15.3 All notices under these Terms and Conditions shall be addressed to the most recent address or email address notified to the other party.
16. Dispute Resolution
    16.1 Any dispute arising out of or in connection with these Terms and Conditions shall be resolved through negotiation in good faith. 
    16.2 If the parties cannot resolve a dispute through negotiation, the dispute shall be finally settled by arbitration. The arbitration shall take place in Warwickshire. The language of the arbitration shall be English.

17. Severance
    Any unlawful, invalid, or unenforceable provision of these Terms and Conditions shall be deemed severed, without affecting the validity and enforceability of the remaining provisions.
18. Law and Jurisdiction
    18.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
    18.2 Any dispute, controversy, proceedings, or claim between the Provider and the Client relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.