General Terms & Conditions of Business

Version: 03/04/2011 

These are the general terms and conditions of STM Accounting Solutions Ltd that apply to all services we provide unless otherwise stated.

1. Definitions

1.1 Except where otherwise agreed the following terms and conditions apply to all work carried out by St Matthew for all its clients.

1.2 "We", "Us", "Our" and "St Matthew" will be used for STM Accounting Solutions Ltd in all cases throughout.

1.3 "You", "Your", "Your Company" and "Directors" will be used for the client.

1.4 The expression "Parties" will be used for STM Accounting Solutions Ltd and the client.

1.5 The expression "Agreement" means these Terms and Conditions.

1.6 The expression "our website" refers to each one of our particular websites as well as all of our websites. Our main websites are listed here.

1.7 The expression "Your online website" refers, where appropriate, to the online website account we have dedicated for your use, whilst you are our client, and that is only accessible through our website using your unique username and password.

1.8 "Charges" means the fees, expenses and charges set out on our website as amended from time to time subject to notifying you on service renewal. It may also mean the fees, expenses and charges individually agreed by you.

1.9 "Commencement Date" means the date from which the contract becomes effective.

1.10 "Confidential Information" means secret or confidential commercial, financial, marketing, technical or other information know-how, trade secrets and other information in any form or medium whether disclosed orally or in writing before or after the date of this Agreement, together with any reproductions of such information in any form or medium or any part(s) of this information.  "Confidential" may also mean that the information, either in its entirety or in the precise configuration or assembly of its components, is not publicly available.

1.11 "Control" shall mean the ability to exercise or be entitled to acquire, direct or indirect control over the affairs of the company concerned including the possession of or the entitlement to acquire over 50% of the issued share capital of the company or the voting power in the company.

1.12 "Force Majeure" means any event outside the reasonable control of either party affecting its ability to perform any of its obligations (other than payment) under this Agreement including act of God, fire, flood, lightning, war, revolution, act of terrorism, riot or civil commotion, but excluding strikes, lock-outs or other industrial action, whether of the affected party's own employees or others, failure of supplies of power, fuel, transport, equipment, raw materials or other goods or services.

1.13 "Intellectual Property" means any patent, copyright, database right, moral right, design right, registered design, trade-mark, service mark, domain name, know-how, utility model, unregistered design or, where relevant, any application for any such right, or other industrial or intellectual property right subsisting anywhere in the world.

1.14 "Services" means the performance of the services whose scope is set out in clause 2 and more particularly described as set out in the Schedule of Services.

1.15 The headings to clauses are inserted for convenience only and shall not affect the interpretation or construction of this Agreement.

1.16 All words imparting the singular shall include the plural and vice versa. Words imparting a gender include every gender and references to persons include an individual, company, corporation, firm or partnership.

1.17 The words and phrases "other", "including" and "in particular" shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.

1.18 References to any statute or statutory provision shall include (i) any subordinate legislation made under it (ii) any provision which it has modified or re-enacted (whether with or without modification) and (iii) any provision which subsequently supercedes it or re-enacts it (whether with or without modification).

1.19 All references in this Agreement to Clauses, and Schedules are to the clauses, and schedules to this Agreement unless otherwise stated.

1.20 Schedule 1 and Notes form part of these terms and conditions and are there for extra details where it is not covered herewith.

1.21 A copy of the current terms and conditions is always available on our website. We reserve the right to alter these terms and conditions at any time and will update the version date on our website.

2. Our services

2.1 We will undertake all reasonable aspects of your company’s accountancy and taxation needs. The full list of services is available on the website. View Schedule of Services.

2.2 Any additional services may incur additional charges which will be agreed in writing prior to commencement.

2.3 We are not authorised and do not give investment advice and we shall have no liability whatsoever to you in connection with investment advisory matters.

2.4 We reserve the right to make any changes in the specification of the Services which are required to conform with any applicable statutory or EC requirements.

3. Fees/Payment Terms/Refund Policy

3.1 Some of our fees are published on our websites and we also agree other fees and discounts with clients individually. Any changes to the published fees will be notified to you at the point of service renewal.

3.2 Our fees are payable one year in advance. We may also agree payment in monthly or quarterly instalments. You will not become a client until you have paid the agreed initial instalment. In the event this is paid by BACS or cheque, payment will not be deemed to have been made until the funds have cleared to our account.

3.3 After you have become a client, payment of fees is due on a monthly/quarterly/annual basis in advance. If you have arranged to pay in instalments with us those instalments will be collected in advance from your UK bank account by Direct Debit or from a credit card. If you do not wish to pay by Direct Debit or you are unable to do so you will need to pay the full annual fees in advance.

3.4 You will receive an annual invoice detailing your payment plan. You will be invoiced separately for payments due on services that are outside the scope of the annual services agreed upon at the time you activate your account. All invoices are to be paid within 10 days of the invoice date.

3.5 We will post the invoice for our fees on your accounts website and by accepting these terms and conditions you agree that posting the invoice in this way is effective service of the same.

3.6 There will be no reduction in our fixed fees where you do not avail yourself of all the services included in our service packages unless otherwise agreed in writing.

3.7 You may not obtain a refund for a month in which we have performed service if we have commenced the service, unless previously agreed to by us in writing. All requests for refunds must be in writing and sent via email to accounts@stmatthew.co.uk . If a refund is due, you will be notified by e-mail; it can take up to 30 days after cancellation of your contract to receive your refund.

3.8 No Charges shall be deemed to have been received until we have received cleared funds.

3.9 You shall make all payments due under this Agreement without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. No reductions or discounts shall be given if you do not use the relevant Services included in the service package purchased by you.

3.10 All payments payable to us under this Agreement shall become due immediately upon termination of this Agreement as under the provisions of clause 6.

4. Transfer fees

4.1 We do not charge a transfer fee but if you wish to transfer your year to date information across to us then we will levy fees as per our tariffs on our website.

5. Arrears in fees

5.1 In the event you become more than 30 days in arrears, in respect of any fees due by you to us, and where appropriate we reserve the right to suspend or/and to terminate our service to you which includes access to your online account.

5.2 We will only reactivate our service on payment of all the outstanding fees. A reconnection fee of £99 plus VAT may be charged.

5.3 We reserve the right to charge you interest on all outstanding fees at the rate of 8% above the base rate of the Bank of England.

6. Termination and suspension of St Matthew services

6.1 Either party may terminate the Agreement at any time after an initial contract period of 12 months unless otherwise agreed. In the event that you terminate this Agreement within the first 12 months you shall remain liable for a minimum of 12 monthly payments from the Commencement Date.

6.2 In the event you choose to terminate this Agreement there will be no charge applied for closing down your business or transferring to another accountant. To terminate this Agreement simply email us to accounts@stmatthew.co.uk If applicable, don’t forget to contact WorldPay and cancel your WorldPay/FuturePay agreement considering your liability to pay for the minimum period under 6.1, i.e 12 monthly payments. The termination becomes effective at the beginning of the next signed up to St Matthew billing cycle following cancellation of your WorldPay account. If you are paying by Direct Debit you have to cancel the direct debit agreement on your bank account.

6.3 We reserve to right to hold all records and information until full payment of any arrears is made.

6.4 In the event of termination we will undertake subject to the above terms to provide all records (including up to date accounts) up to the specified date of termination. We shall only prepare and provide statutory accounts in respect of a particular financial year if you were a client as at the end of such financial year.

6.5 Upon termination of this Agreement the Customer shall be responsible for advising all relevant bodies, agencies, governmental offices, HMRC and Companies House of the fact of the termination and the Customer shall ensure that the Company is removed from any records as the representative of the Customer. If the Customer fails to do this then the Charges for the relevant Services shall still be due notwithstanding termination of this Agreement. St Matthew shall then in its absolute discretion be entitled to notify the relevant authorities and seek recovery of the costs of doing so from the Customer.

6.6 In the event of termination by us according to 5.1 and/or 16.5 and provided that you use our company formation and administration services we will undertake the following steps:

  • We will inform HMRC and Companies House about your personal details and ask them to address all correspondence with regards to your company to yourself unless you provide alternative contact details no later than 14 days after the termination date
  • We will assign the Registered Office to another service provider known by us who will charge you £500 annually unless you provide alternative registered office details no later than 14 days after the termination date
  • We will bring your company to the Small Claims Court claiming the outstanding charges plus winding up/administration fees. The consequence may be negative entries in the UK credit history of your company and yourself as the company’s managing director. This may have a long term negative effect on your credit rating
  • If you opened a bank account with us we will inform the bank about our intention to sue you and will ask them to address all correspondence to yourself
  • We will also charge you an additional administration/winding up fee of £1,000 per company in order to cover our costs and efforts.

6.7 Any notices by us under this Agreement must be in writing and may be served by personal delivery or by sending the notice by airmail post or facsimile or electronic mail transmission at the address given above or at such other address as the relevant party may give for the purpose of service of notices under these Terms and Conditions and every such notice shall be deemed to have been served upon delivery if served by hand or at the expiration of 5 days after despatch of the same if delivered by airmail post or at ten hours am local time of the recipient on the next Business Day following dispatch if sent by facsimile or electronic mail transmission.

6.8 To prove service of any notice it shall be sufficient to show in the case of a notice delivered by hand that the same was duly addressed and delivered by hand and in the case of a notice served by post that the same was duly addressed prepaid and posted in the manner set out above.  In the case of a notice given by facsimile or electronic mail transmission, it shall be sufficient to show that it was dispatched in a legible and complete form to the correct telephone number or electronic mail address without any error message.

6.9 We may by notice suspend the provision of services (including access to our rooms) for reasons of political unrest, strikes, or other events beyond our reasonable control.

7. Customer Service Team

When you sign up to St Matthew you will be provided with a direct telephone number of our dedicated centralised Customer Service Team which will deal with all your requests. We aim to provide a high quality of services at all times. We welcome any comments about the service. Any complaint will be dealt with promptly and we undertake to provide a satisfactory result where possible.

8. Your obligations

8.1 As Director of your company, responsibility rests with you to ensure your company complies with all legal formalities. We will assist you in complying with those formalities wherever possible or requested.

8.2 You undertake to ensure that all information or documentation that you provide to us or that is provided to us on your behalf is complete, true and accurate, and relevant to you, your company and/or your respective affairs, including without limitation all information and documentation required pursuant to the Money Laundering Regulations 2007

8.3 You agree to indemnify us in respect of any losses or damages suffered by us as a result of any misrepresentations or any dishonesty and/or fraudulent behaviour on your part or that of others providing information to us on your behalf.

8.4 You will send us all relevant transaction information on a monthly basis by email, fax or post whichever is your preferred method. The latest date for receipt by us of this information is the 15th of the following month. You should retain your supporting documentation (bank statements, receipts, invoices, etc) in a secure place and not send it to St Matthew unless either we request it or we have agreed to store it for you for an appropriate fee. The Companies Act requires registered companies to keep accounting records. For most companies, and in most situations and under most jurisdictions, this will be enough to satisfy the tax authorities’ requirements as long as records are kept for up to six years after the end of the accounting period to which they relate. Where you delay in sending us your papers St Matthew cannot guarantee that statutory reporting deadlines will be met, with the consequent risk of penalties being imposed by tax authorities and Companies House. In addition, the information on your website may not be up to date.

8.5 You must ensure that you keep us informed of any change of address, telephone or email. Failure to do so may result in communications going astray for which we cannot be held responsible.

8.6 You will regularly check for communications from us so that you are fully aware of any changes in the service that are to be implemented.

8.7 Transactions included in the Service Package are not carried over month to month. It is your responsibility to ensure that you use the transactions you have subscribed for within each month. We encourage you to send information to us on a regular basis.

8.8. You warrant to us throughout the term of this agreement:

a)  in relation to the Services to remain at all times responsible for compliance with all relevant legislation, regulations, codes of practice, guidance notes and other requirements of any relevant government or governmental agency

b)  you will manage and maintain a suitable network infrastructure, to include but not limited to emails, source control, file management and as required by us to perform its duties set out in Schedule 1

c)  you have full legal capacity to enter into this Agreement with us in accordance with this Agreement and to receive the Services

d)  you are not and will not act in a fiduciary capacity for any other person, firm or company in relation to the Services

e) have taken appropriate tax and legal advice with regard to the establishment, acquisition and operation of the Services; an

f)  will pay, in full, any personal or corporate taxes that may become due as a result of the performance of the Services by us.

9. Expenses and disbursements

9.1 We may from time to time incur expenses or disbursements on your behalf e.g. fees for lodging your company’s Annual Return, postage and courier costs. By accepting these terms and conditions you agree that you will reimburse us for all reasonable and justifiable expenses we incur on your behalf.

10. Our website and trade marks

10.1 The content and design of our website pages are subject to copyright owned by us or used under a licence from third party copyright owners. We permit you to make copies of this site as necessary incidental acts to your viewing of it and you are welcome to print pages for your personal use but no part of our website may be reproduced or transmitted for any other purpose.

10.2 The St Matthew brand and logo are registered Trade Marks owned by us. You may not use the St Matthew logo and brand in any document or publication, including the internet and in any way in connection with your business, unless agreed in writing with us.

10.3 Without our prior express written permission you may not link to this site, nor frame it.

10.4 The information contained in our website is intended to be provided for general guidance (UK residents) only and should not be regarded as a substitute for taking specific tax and/or financial advice in relation to your particular circumstances and we shall have no liability to you in respect of any action you take on the basis of such general guidance.

10.5 Our website may contain links to other websites. They are not intended to signify that we endorse or otherwise have any responsibility for the content of the linked website.

10.6 Our website is made available for public viewing on the basis that we exclude to the extent lawfully permitted all liability whatsoever for any loss or damage howsoever arising out of use of this website or reliance upon the content of this website.

11. Confidentiality & data protection

11.1 St Matthew undertakes to the Clients that where the Clients, the Clients' Appointees or the Client's Company deliver to St Matthew confidential information it will use all reasonable endeavours to keep it confidential. St Matthew in accordance with its statutory obligations protects personal information and personal data from unauthorised access, use or disclosure.

11.2 In the course of providing the Services, St Matthew collects personal information and personal data concerning the Clients, the Clients' Appointees and the Entity and uses this personal data and information to facilitate the provision of the Services and, may from time to time, use such data and information to provide information, reference notes, guidelines, advice or for marketing information concerning the Services and for providing such other information as St Matthew may from time to time make available.

11.3 St Matthew reserves the right to treat the obligations of confidentiality and privacy in Paragraphs 1 and 2 of this section as not applicable and may disclose to third parties confidential or personal information and data when they are obliged so to do by law, or when required by third parties in order for St Matthew to provide the Services or when St Matthew has been unable to obtain the Clients or Managing Agents instructions and it appears to St Matthew to be in the best interests of the Clients and / or the Clients' Appointees and / or the Entity to provide such confidential or personal data to third parties.

11.4 Except otherwise where permitted by these Terms and Conditions any personal information and data collected is used only for these purposes and is never sold, lent, leased or otherwise distributed outside St Matthew. The Clients and the Clients' Appointees accept that this may mean that personal information may be transferred to countries that do not provide adequate protection of data in accordance with Article 26 (1) of the EU Directive 95 / 46 / EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data.

11.5 Without prejudice to the duty of confidentiality, St Matthew reserves the right to act for other clients (including competitors of the Entity, the Clients or the Clients' Appointees).

11.6 Any report, letter, information or advice St Matthew gives to the Clients, the Clients' Appointees or the Entity is given in confidence solely for the purposes of providing the Services and is provided on condition that the Clients and the Clients' Appointees will not without St Matthew's prior written permission disclose to any third-party, other than to their lawyers or accountants or other professional advisers, any confidential or other information made available by St Matthew.

11.7 Notwithstanding any provision hereof, St Matthew shall be entitled and is hereby irrevocably authorised to open, read and copy all correspondence, letter, facsimile, email or other communication received by it in relation to the provision of the Services or the Entity, the Clients or the Clients' Appointees.

12. Privacy Statement

12.1 The full privacy statement is detailed on our website. View Privacy Policy.

13. Transfer of data overseas

13.1 You consent to us transferring your personally identifiable information outside of the European Union where it is necessary. Acceptance of these terms and conditions constitutes consent by you to such data transfer.

14. Storage and disposal of documents

14.1 All the accounts/other documents sent to use are automatically stored as PDF documents.

15. Security

15.1 Where we provide you with a website, you are responsible for all the content that is posted.

15.2 It is your responsibility to keep your username and password confidential and not divulge it to any third parties.

15.3 We will not be responsible for any viruses passing through our website or through email although we will use the latest technology to prevent this happening where possible. It is the responsibility of the recipient to carry out a virus check on any attachments received.

15.4 Our client’s accounts sites are located on secure servers which conform to the highest industry standards for authentication, encryption and data integrity. All client accounts have a unique user name and password protection.

15.5 We undertake that your accounts data, including information already in the public domain, such as your company’s name and contact details, will be held in confidence and will never be imparted to third parties for marketing or other purposes under any circumstances whatsoever.

15.6 We use an internal system whereby clients are identified by an internal customer number. Staff inputting your data to the system do not have access to your complete accounts data. This access is strictly limited to our qualified staff for the purposes of signing off your company’s accounts at the end of your reporting period.

16. Unacceptable business and activities requiring pre-approval

16.1 "Illegal Activities" means any activity considered anywhere in the world as illegal or criminal which, without prejudice to the generality of the foregoing, shall be deemed to include activities relating to terrorism, drug trafficking, money laundering, receiving the proceeds of criminal activities or trading with countries which may from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union, the United Kingdom or the Isle of Man or any successor or similar international organisation.

16.2 "Prohibited Persons" means persons:

  • who have been proven to act in a fraudulent or dishonest manner in any civil proceedings
  • prohibited under the laws of any country for whatsoever reason or who may otherwise be legally incapable or disqualified from being party to a contract
  • who are resident in a country which is subject to any international restriction or embargo including, but without prejudice to the generality of the foregoing, those imposed by the Security Council of the United Nations, the European Union, the United Kingdom or the Isle of Man or any successor or similar organisation.

16.3 "Prohibited Activities" means activities not approved or accepted by St Matthew and which, without prejudice to the generality of the foregoing, include activities relating to:

  • mercenary or contract soldiering
  • arms, weapons or munitions
  • dangerous or hazardous biological, chemical or nuclear materials including equipment or machinery to manufacture or handle such materials and the transportation, handling, disposal or dumping of such materials
  • money-laundering advice or actions for proceedings of any criminal activity defined as such due to legislation of the country of residence of the client and/or St Matthew and proceedings of the activities listed above
  • human or animal organs, including blood and plasma
  • security and riot control equipment, electronic restraining devices that could lead to the abuse of human rights or be utilised for torture or which may otherwise be used in an offensive manner
  • genetic material
  • pornography
  • the provision of degrees or qualifications
  • the abuse of animals, vivisection or the use for any scientific or product testing purpose of animals
  • undertaking of any service or business that might compete with St Matthew
  • the offer or provision of legal or tax advice otherwise than by persons who are professionally qualified and, where appropriate, licensed so to do
  • any activity which may damage the reputation of St Matthew or the country of establishment or incorporation of the Entity.

16.4 "Pre- Approval Required Activities" means:

  • Any activity relating to the provision of financial services or any other business activity, which requires a licence in any jurisdiction
  • Gambling or lotteries
  • Financial business involving: soliciting funds from the public, offering investment advice to the public, insurance business, the operation and administration of collective investment schemes or the management of investments other than where the assets so managed comprise the property of the Entity.

16.5 If any Clients or the Clients' Appointees are or become Prohibited Persons, or engage in any Illegal Activities or the Entity engages in any Illegal Activities or Prohibited Activities or undertake any Pre-Approval Required Activities without first obtaining St Matthew's prior written consent, St Matthew may at its discretion immediately terminate the Services.

17. Warranties and exclusions of liability

17.1 Save as provided by these Terms and Conditions, all warranties and conditions whether express or implied by statute, common law, or otherwise including implied warranties arising from the course of dealing or course of performance are hereby excluded to the fullest extent permitted by law.

17.2 Any liability that we may owe (whether in contract, tort including negligence or otherwise) to you or any third party shall be limited to the greater of the total charges paid by you for the services in aggregate and £5,000.

17.3 We shall not be liable for any loss of profits, loss of business, loss of sales, loss of turnover or loss of use of software or data or for any indirect, consequential or special losses whatsoever and howsoever arising from the services provided by us to you or your inability to use or access the services.

17.4 We are not responsible for any delay or failure in carrying out our services under these Terms and Conditions for reasons beyond our reasonable control including but not limited to the acts or omissions of a third party, government action or any other major event. We shall have no liability in respect of delays or failure by you to perform any of your obligations under this Agreement and you shall indemnify us for any additional costs or expenses incurred by us as a result of such delays or failures. Where your delays in sending us the relevant papers we cannot be liable for not meeting the statutory reporting deadlines with the consequent risk of penalties being imposed by tax authorities and companies house.

17.5 Nothing in these Terms and Conditions shall serve to limit or exclude our liability in respect of fraud or in respect of death or personal injury caused by our negligence.

17.6 We shall not be under any liability whether in contract, tort or otherwise in respect of any deficiency in the Services or for any damage or loss resulting from any such deficiency or from any work done or omitted in connection with this Agreement.  The remedies specified herein shall be your sole and entire remedy in respect of any breach of the foregoing warranties, non conformity of or deficiencies in the Services.

17.7 We shall not be liable for any deficiency in the services and shall be under no liability under any other warranty, condition or guarantee if any defect in the Services arises from any instructions or specification supplied by you; and the total price for the Services has not been paid by the due date for payment.

17.8 You acknowledge that we are bound by regulatory and other obligations under laws and regulations of the jurisdiction in which the Services are provided and agree that any action undertaken by us or our employees in order to comply with those laws or regulations shall not constitute a breach by us of our obligations hereunder. We shall not be required to take any action which it considers to be unlawful or improper or which it believes may be detrimental to us, our employees, agents or officers.

17.9 Our liability shall be limited to the amount of the Charges paid by you for the performance of the Services at the date the liability arose.

17.10 Notwithstanding the provisions of this clause 16 you agree to indemnify us in respect of any losses or damages suffered by us as a result of any misrepresentations or any dishonesty and/or fraudulent behaviour by you or that of others providing information to us on your behalf.

17.11 The parties hereby acknowledge and agree:

a) that the limitations and exclusions of liability set out in this Clause are fair reasonable for the purposes of the Unfair Contract Terms Act 1977;

b) the terms and conditions of the Agreement have been open to negotiation and represent the outcome of such negotiation (whether or not any change has been made to the terms and conditions during the course of such negotiation); and

c) each party's obligations under the Agreement are fair and reasonable.

17.12 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly you shall be fully responsible for and shall indemnify us for and in respect of:

a) any income tax, National Insurance and Social Security contributions and any other liability, deduction, contribution, assessment, taxation or claim arising from or made in connection with the performance of the Services by any authority in any part of the world, where such recovery is not prohibited by law. You shall further indemnify us against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by us in connection with or in consequence of any such liability, deduction, contribution, taxation, assessment or claim;

b) any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you against us arising out of or in connection with the provision of the Services.

17.13 The entirety of this clause 16 shall survive the termination of this Agreement for whatever reason.

18. Third parties

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement. No person who is not a party to this Agreement (including any employee, officer, agent, representative or sub-contractor of either party) shall have the right (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any term of this Agreement which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties which agreement must refer to this clause.

19. Force Majeure

19.1 If either party is affected by Force Majeure it shall immediately notify the other party in writing of the matters constituting the Force Majeure and shall keep that party fully informed of their continuance and of any relevant change of circumstances whilst such Force Majeure continues.

19.2 The party affected by Force Majeure shall take all reasonable steps available to it to minimise the effects of Force Majeure on the performance of its obligations under this Agreement.

19.3 Force Majeure shall not entitle either party to terminate this Agreement and neither party shall be in breach of this Agreement, or otherwise liable to the other, by reason of any delay in performance, or non-performance of any of its obligations due to Force Majeure.

19.4 If the party affected by Force Majeure fails to comply with its obligations under Clauses 18.1 and 18.2 above then no relief for Force Majeure, including the provisions of Clause 18.3 above, shall be available to it and the obligations of each party shall continue in force.

20. General

20.1 Nothing in this Terms and Conditions shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the parties and no employee of us shall be deemed to be or have become your employee.

20.2 These Terms and Conditions contain the entire agreement between the parties in relation to its subject-matter. You irrevocably and unconditionally waive any right it may have to claim damages for, and/or to rescind these Terms and Conditions because of breach of any warranty not contained in these Terms and Conditions, or any misrepresentation whether or not contained in these Terms and Conditions, unless such misrepresentation was made fraudulently.

20.3 No purported alteration or variation of these Terms and Conditions shall be effective unless it is in writing, refers specifically to these Terms and Conditions and is duly executed by each of the parties to these Terms and Conditions.

20.4 The rights and remedies of either party in respect of these Terms and Conditions shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time granted by such party to the other nor by any failure of, or delay by the said party in ascertaining or exercising any such rights or remedies. Any waiver of any breach of these Terms and Conditions shall be in writing.  The waiver by either party of any breach of these Terms and Conditions shall not prevent the subsequent enforcement of any subsequent breach of that provision and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.

20.5 If at any time any part of these Terms and Conditions (including any one or more of the Clauses of these Terms and Conditions or any sub-clause or paragraph or any part of one or more of these clauses) is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from these Terms and Conditions and the validity and/or enforceability of the remaining provisions of these Terms and Conditions shall not in any way be affected or impaired as a result of that omission.

20.6 Each of the parties shall use their reasonable endeavours to procure that any necessary third parties shall, execute and deliver to the other party such other instruments and documents and take such other action as is necessary to fulfil the provisions of these Terms and Conditions in accordance with its terms.

21. Applicable Law

21.1 These Terms and Conditions and any dispute or claim arising out of or in connection with it shall be governed by, and construed in accordance with, the laws of England.

21.2 All disputes and claims arising out of or relating to this Terms and Conditions shall be subject to the exclusive jurisdiction of the English Courts to which the parties irrevocably submit.

22. Your responsibilities as a Director

The full legal responsibilities of company Directors are too detailed to allow us to list them all here. We would strongly recommend therefore that you obtain a copy of the Directors and Secretaries Guide as published by Companies House.

The following is a short summary of certain key responsibilities, which you have as a Company Director.  Even if we provide Nominee Director services for your company, you will be be ultimately liable for non-complying to any of the requirements.

  • Bookkeeping: To maintain proper accounting records in compliance with Inland Revenue Regulations and Company Law
  • To prepare and submit VAT returns on a quarterly basis to HM Customs & Excise
  • Financial Accounts: To prepare annual statutory financial statements in a format that are in accordance with Approved Accounting Standards and which complies with the Companies Act 1985.
  • UK Company Tax: To submit various company tax returns to the Inland Revenue in accordance with prescribed time limits
  • To arrange for payment of relevant company tax liabilities
  • UK Personal Tax (where applicable): To submit an annual self-assessment personal income tax return to the Inland Revenue
  • To arrange for settlement of relevant personal tax liabilities as they fall due
  • Statutory Records
  • To submit Annual Return form 363 to Companies House
  • To update Companies House with any changes in Statutory Information
  • To maintain minutes of statutory meetings held

Failure to comply with these responsibilities can lead to fines, penalties, interest and in extreme cases disqualification and/or criminal prosecution.

23. Changes in the terms & conditions

St Matthew reserves the right to make changes to these Terms and Conditions at any time by posting revisions on the site.  You will be notified of such changes via email and may terminate your agreement with us on this basis within 30 days.