The following are the terms and conditions (“the Terms and Conditions”) on which AAS Group, a chartered accountants and training company with an office at 609 - 611 Fishponds Road, Fishponds, Bristol BS16 3AA will provide the services (the “Services”) and you can find the “Letter of Engagement” in the attached letter. The Letter of Engagement, the Terms and Conditions and any confidentiality letter expressly referred to in the Letter of Engagement are together referred to as “the Contract”. The Contract forms the entire agreement between us relating to the Services. It replaces and supersedes any previous proposals, correspondence, understandings or other communications whether written or oral (except that we do not exclude liability for any fraudulent pre­contractual misrepresentations made by us on which you can be shown to have relied).

1.   Information and Assistance

1.1 Provision of information and assistance – our performance of the Services is depends on the information provided by you, assistance and records as we may reasonably require. On provision of draft accounts you shall notify us of any assumptions that must be changed in order to reflect a ‘true and fair’ representation of the company’s affairs (“company” in this instance refers to your / your client’s company).

1.2 Information from outside the Engagement ­we shall not be deemed to have knowledge of information from previous engagements for the purposes of the provision of the Services, except to the extent specified in the Letter of Engagement

1.3 Punctual and accurate information is vital and you must ensure that all information we may require is provided on a timely basis and is accurate, complete and not misleading. You shall also notify us if you subsequently learn that the information provided is incorrect or inaccurate or otherwise we should not be held responsible for the provision of Services.

1.4 Damage / loss of documentation – AAS Group accepts no liability for damage, loss or otherwise of goods, documents or other client items whilst in our or subcontractors possession.

1.5        Electronic communications ­during the Engagement. We each recognise the electronic transmission of information cannot be guaranteed to be secure or error free and such information could be intercepted, corrupted, lost or destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. Accordingly unless you notify us otherwise, we shall regard your acceptance of this Contract as including your authorization to our communicating with you and third parties on your behalf using electronic means. Each party agrees to use commercially reasonable procedures to check for the then most commonly known viruses before sending information electronically and to take responsibility for ensuring that an electronic communication is not misaddressed. Accordingly each party confirms that it accepts the risks of electronic communication and will be responsible for protecting its own interests in relation to electronic communications. Subject to the foregoing and to the extent provided by paragraph 5.1, no party shall have any liability to any other party on any basis, whether in contract, tort (including negligence), or otherwise, in respect of any error, damage, loss or omission arising from or in connection with the electronic communication of information between the parties or any third party on the other party’s behalf. All risks associated with sending commercially sensitive information relating to your business are borne by you and are not our responsibility

1.6        Provision of Services – Services and Products will be provided / delivered to the delivery address on your official purchase order, unless agreed otherwise by both parties in writing.

2.         Fees and additional Services  

2.1 Pricing ­Unless expressly stated, our prices exclude delivery or transport charges, insurances and taxes as applicable. All sums charged in connection with the Services, including expenses, will be stated exclusive of any taxes. You will be responsible for paying any taxes arising from the Contract for which you are legally liable as well as Value Added Tax at the rate in force at the date the liability arises. Fees will be charged on the basis set out in the Letter of Engagement. Where a fixed rate tariff has been agreed between the parties. AAS Group reserves the right to request higher fees in the event that the fixed rate fee is insufficient to cover its costs for account preparation. AAS Group will notify you if this is the case prior to processing the accounts and, if no agreement is reached between the parties, will return your / your client’s documents without processing.

2.2        Changes to Services:  ­Any party may request changes to the Services. We shall negotiate with you and, if appropriate, to vary any aspect of the Engagement, subject to payment of reasonable additional fees and a reasonable additional period to provide any additional Services. Any variation to the Contract, including any variation to charges, services or time for performance of the Services, shall be set forth in a supplemental letter of engagement which shall form part of the Contract and to which these Terms and Conditions shall apply.

2.3        Payment of fees: If we do not receive payment of any invoice within 30 days of the invoice date we shall be entitled, without prejudice to any other rights that we may have, to charge you interest accruing on the sum due to us at the rate of 2% above the annual base rate of Barclays Bank Plc, from time to time and, after 45 days from the invoice date, to suspend provision of the Services in accordance with paragraph 4.1 below until all sums due are paid in full. If the provision of Services or delivery of Products is made in instalments to you from one order, then each instalment is considered a separate contract. Where payment in full is outstanding for orders that have already been delivered, then we may withhold or cancel delivery / provision of any other of your orders which have not been delivered / fulfilled. Further, if you do not agree with or question any amount due under an invoice submitted by us, we request that you communicate such disagreement to us, in writing, within 30 days of the invoice date.

2.4        Your responsibility for other parties: ­You shall be solely responsible for the work and fees of any third party engaged by you to participate in the Engagement regardless of whether such third party was introduced to you by us. Except as provided in the Letter of Engagement, we shall not be responsible for providing or reviewing specialist advice or services including, without limit, legal, regulatory, accounting or taxation matters, due diligence or any other investigative services.

2.5        Quotations ­written quotations provided by us remain valid for 30 days from their date of issue and are for the sole use of the addressee.

1. Insurance. ­It is your responsibility to take out any necessary Insurance as may be deemed necessary. No insurance protection on our part is given or implied.
2. Confidentiality

3.1        The parties may wish, from time to time, in connection with work contemplated under this Agreement, to disclose confidential information to each other. Each party will use reasonable efforts to prevent the disclosure of any of the other party's Confidential Information to third parties for a period of three (3) years after the termination of this Agreement, provided that the recipient party's obligation shall not apply to information that:

3.1.1     is not disclosed in writing or reduced to writing and so marked with an appropriate confidentiality legend within thirty (30) days of disclosure;

3.1.2     is already in the recipient party's possession at the time of disclosure thereof;

3.1.3     is or later becomes part of the public domain through no fault of the recipient party;

3.1.4     is received from a third party having no obligations of confidentiality to the disclosing party;

3.1.5     is independently developed by the recipient party; or

3.1.6     is required by law or regulation to be disclosed.

4.         Suspension and Termination  

4.1       Immediate suspension of the Contract ­at any time during the term of the Contract, any party may give immediate notice to the other suspending the performance of its duties and obligations under the Contract in the event that:

4.1.1     circumstances exist or arise which, in the reasonable opinion of that party, materially and adversely affect the performance of, or the ability to perform, that party’s duties and obligations under the Contract;

4.1.2     any party becomes aware that another party has failed (whether before or after the date of the Letter of Engagement) to disclose to it information which in the reasonable opinion of that party is material to the performance of its duties and obligations under the Contract. In addition we may exercise our right of suspension if we do not receive payment from you of any invoice within 45 days of the invoice date.

4.2        Termination following suspension ­any party may terminate the Contract forthwith by notice in writing to the other if the period of suspension of the Contract referred to at paragraph 4.1 above exceeds 30 days.

4.3        Variation following suspension ­if we suspend the performance of the Contract pursuant to paragraph 4.1 above, we shall be entitled reasonably to vary our fees for the resumed performance of the Contract. Where fees are payable contingent on the outcome or successful performance of the Services we will not unreasonably vary our fees.

4.4        Termination for Breach of Contract – the Contract may be terminated by any party on written notice with immediate effect if another party commits a material breach of any term of this Contract which is irremediable or, if remediable, is not remedied within 30 days of a written request to remedy the same.

4.5        Actions following termination ­upon termination of the Contract:

4.5.1     each party shall upon written request from the other return to the other all property and documentation of the other that is in its possession or control except that we shall be entitled to retain one copy of such documents that we require to maintain a record of our involvement in the Engagement;

4.5.2     you shall pay forthwith upon request all fees and expenses due in respect of the Services provided up to the date of termination together with our reasonable costs and expenses incurred in connection with the termination of the Contract.

4.6        Date of termination ­for the avoidance of doubt, the date of termination shall be the date upon which any period of notice expires.

4.7        Accrued rights ­termination of the Contract shall be without prejudice to any accrued rights of any of the parties.

1. Continuation of terms ­the terms of the Contract that expressly or by implication are intended to survive its termination or expiry will survive and continue to bind all parties.

1. Liability

5.1        Limitation of our liability – we will use reasonable skill and care in the provision of the Services. However, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities arising from the supply by you or others of incorrect or incomplete information, or from the failure by you or others to supply any appropriate information. We will also not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities arising from late filing of statutory information for the public record (e.g. Companies House). You will remain fully responsible as final signatory on any accounts to be submitted to the public record and / or relied upon for business decisions. All work provided by AAS Group will therefore be considered as draft until final acceptance by you. It is understood that you will hold your own Professional Indemnity insurance in respect of final acceptance of the accounts prepared by AAS Group.

5.2        Our liability to pay damages for all losses, including consequential damages, economic loss or failure to realize anticipated profits, savings or other benefits, incurred by you as a direct result of breach of contract or negligence or any other sort by us or another AAS Group entity arising out of the Engagement or any addition or variation thereto shall be limited to that proportion only of your actual loss which was directly caused by us and our liability shall in no circumstances exceed in the aggregate the amount specified in the Letter of Engagement (“the Limit”).
5.3        Entities and Contractors
5.3.1     The Contract is between you and AAS Group Limited only. In the course of providing the Services we may, at our discretion, draw on the resources of other AAS Group entities and/or other contractors.

1. However, provision of the Services remains the responsibility of AAS Group alone and you agree that you will not bring any claim (whether in contract, tort or otherwise) against any other AAS Group entity or contractor or any member, director or employee of another AAS Group entity or any contractor in respect of the Services.


2. Warranties

1. You accept and acknowledge that we have not made any warranties or guarantees of any nature in respect of the Services or satisfactory conclusion of the Services or with respect to the economic, financial or other results that you may experience as a result of the provision of the Services.


2. Governing law

7.1        Applicable law ­- this Contract shall be governed by and interpreted in accordance with the laws of England and Wales whose courts shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the Contract and any matter arising from it. The parties irrevocably waive any right they may have to object to any action being brought in those courts, to claim that the action has been brought to an inconvenient forum or to claim that those courts do not have jurisdiction.

1. Resolving disputes – If any dispute arises between the parties they will attempt to resolve the dispute in good faith by management level negotiations. Where the parties agree that it may be beneficial they will seek to resolve the dispute through mediation. If the dispute is not resolved through negotiation or mediation the parties agree that the courts of England and Wales will have exclusive jurisdiction in connection with the resolution of the dispute.

1. Miscellaneous provisions

8.1        Force majeure ­no party will be liable to any other for any delay or failure to fulfill obligations caused by circumstances outside its reasonable control.

8.2        References ­Unless otherwise expressly stated to the contrary herein, “we”, “us” and “our” refers to AAS Group and “you” and “your” refers to the Addressees on whose behalf the attached Letter of Engagement was acknowledged and accepted. "Addressee" means you, the original addressee(s) of the Letter of Engagement, together with any other persons (a) whom you and AAS Group have agreed in writing may have the benefit of the Services and (b) to whom we, AAS Group, have assumed a duty of care in respect of the Services under written arrangements with or notice to them. References to the singular shall include references to the plural unless the context otherwise requires. References to “party” mean either you or AAS Group or in the case of paragraph 5.3 other AAS Group entities or contractors and any notice, consent or other communication given or made by you or any action taken by you under the Contract shall be deemed to have been on a unanimous basis. In the event that any addressee of the Letter of Engagement is a corporate entity references to “Group” mean, in relation to such addressee, (a) that addressee; (b) any member of its group as defined by the Companies Act 1985; (c) any other legal entity affected by the Services and in which such addressee has an interest;(d) any representative, liquidator, receiver or assignee (whether direct or indirect) of the above.

8.3        Reservation of title ­Notwithstanding delivery or provision of Services, all titles and rights will remain the property of AAS Group until such time as you have paid for the Services provided in full in accordance with this contract.

8.4        Third Parties – Any rights conferred on third parties by this Contract are subject to the right of you and AAS Group, by agreement, to rescind or vary any term of this Contract without the consent of any third party.

8.5        Conflict - ­In the event of any conflict between the Terms and Conditions and the Letter of Engagement or any other document that forms part of the Contract, the Terms and Conditions shall prevail except where amended by specific reference to the relevant paragraph of the Terms and Conditions. In the event and only to the extent of any conflict between the Letter of Engagement and any referenced or attached document other than the Terms and Conditions the Letter of Engagement will take precedence.

1. Insolvency and breach of contract – in the event that an arrangement is made with your creditors or any act of bankruptcy is presented to you, or any resolution or petition to wind up your company’s business (other than the purposes of amalgamation or reconstruction) is passed or presented, we will have the immediate right to cancel in writing any contract we currently have with you without prejudice to any claim or right we might otherwise have.


2. Working for other clients

9.1        We will not be prevented or restricted by anything in the Contract from providing services for other clients. Our standard internal procedures are designed to protect Confidential Information communicated to us during the course of this Engagement.

10. Data Protection

10.1 Data Protection – In connection with the Contract, each party shall comply with all relevant provisions of the Data Protection Act 1998. You confirm that processing Personal Data in accordance with the terms of this Contract will not place AAS Group (nor any AAs Group entity or contractors) in breach of the Data Protection Act 1998.

10.2 Processing as a Data Controller – You give consent for AAS Group or any AAS Group Entity / contractor to process personal data pertaining to your / your client’s business outside the European Economic Area

10.3 Processing as a Data Processor – If in connection with the Contract AAS Group processes any Personal Data as a data processor on your behalf:

1. (i) AAS Group shall process such Personal Data only on your instructions (express or implied); and
2. (ii) in relation to such Personal Data, AAS Group shall comply with obligations equivalent to any imposed on you (as data controller) by the seventh principle of the Data Protection Act 1998.

10.4 Disclosure by AAS Group –

10.4.1   You agree that, to the extent reasonably necessary for the provision of the Services and the other purposes set out in this paragraph 10, AAS Group may use AAS Group entities and/or other contractors as appropriate to process the Personal Data; and

10.4.2   Notwithstanding paragraph 3.1 above you agree that AAS Group may use and disclose to AAS Group entities and/or other contractors and their respective personnel Confidential Information and Personal Data for

1. (i) the purposes set out in paragraphs 3 and 10, including the provision of the Services and for any matters connected with the management of AAS Group’s business or for internal quality reviews and
2. (ii) for storage, hosting, IT and other maintenance and support facilities (including outsourcing of the same) in relation to information and data relating to the Contract, such facilities including, the transfer of Personal Data outside the European Economic Area.

10.5“Personal Data” means any personal data, including any sensitive personal data relating to you, your employees or your customers or clients, or otherwise being personal data that you have provided to AAS Group for the purposes of the Services.

11. In the event you are not satisfied with our Services

11.1 If you would like to discuss with us how our service could be improved or if you are dissatisfied with the services you are receiving please contact the Managing Director of AAS Group. We will carefully consider any complaint received and if we believe that we have given a less than satisfactory service, we will take all reasonable steps to put it right.

11.2 A copy of our complaints handling procedures may be obtained from our head offices at 609 - 611 Fishponds Road, Fishponds, Bristol BS16 3AA.

12. Contract by and between

12.1This Contract is between the following Parties: