This article applies to selling in: United Kingdom

TB Accountants terms and conditions for value added tax services

Between:

  1. TB Accountants, (Agent) and
  2. Client

Client’s Responsibilities:

Client (“you”,“your”) agrees to forward on or otherwise make available to TB Accountants, in a timely manner, receipt copies of everything in relation to VAT, including but not limited to Agent Authorisation any acknowledgements, statements of account, notices of assessment, as well as all letters and other communications received to enable TB Accountants to deal with them as may be necessary within the statutory time limits.

You agree to keep TB Accountants informed about changes in your circumstances if they are likely to affect your tax position, or require us to alter who we are contacting on your behalf.

This engagement will commence immediately upon your accepting these terms and conditions which govern the engagement, and will continue in force until ended by either party, how so ever that occurs, subject to relevant restrictions.

You are legally responsible for making correct VAT returns by the due date, but by engaging TB Accountants, whilst we act as your VAT Agent, we will undertake to perform all relevant tasks on your behalf in relation to those responsibilities based on details supplied, and as such we will electronically file your VAT return each quarter.

TB Accountants will send you details of each VAT return after it has been completed, and normally before it has been submitted, along with any necessary supporting schedules for your records.

To enable TB Accountants to carry out your work, you agree all returns are to be made on the basis of full disclosure of all sources of income, to provide full information necessary for dealing with your affairs, allow TB Accountants to approach such third parties as may be appropriate and to provide information in sufficient time to enable electronic filing by the due date of your quarterly VAT returns.

TB Accountants’ Services:

TB Accountants shall provide the following services to the Client:

  1. VAT registration: If the Client intends to commence business activity in the United Kingdom, Germany, France, Spain, Italy, Poland and/or Czech Republic (“Country”) and it does not have a VAT registration number in that Country, TB Accountants shall apply for a VAT number on behalf of the Client in that Country. When rendering this service, TB Accountants will use the data and documents provided by the Client during the registration process.
  2. Preparing and filing returns: On the basis of the data and documents provided by the Client, TB Accountants shall provide the following filing services:
    1. calculate the amount of VAT payable by the Client in the selected Countries;
    2. prepare the VAT returns to be filed with the taxation authorities of such Countries;
    3. where legally authorised to do so and upon the approval of the Client, file the returns with the taxation authorities of such Countries by the statutory submission deadline; and
    4. inform the Client of the amount of VAT payable in each selected Country as well as payment details and the deadline for payment in each selected Country.
  3. Notification management: If the Client receives a routine notification from a tax authority in any Country for which it has a valid subscription, TB Accountants will provide a summary translation and details on any actions required by the Client, subject to any specific terms agreed with the Client.
  4. Fiscal representation: Non-EU established Clients registering or registered for VAT in certain countries (e.g. France, Spain, Italy and Poland) are required to appoint a locally established fiscal representative. This service will automatically be added to the Country subscription where required.

    TB Accountants may use subcontractors to provide the fiscal representation services to you. You specifically authorise TB Accountants to share information and documents that are necessary in order to fulfil the duties of the fiscal representative.

  5. Tax payments: Where TB Accountants provides fiscal representation services to the Client, the Client is required to remit the tax amount to the fiscal representative who will in turn remit the tax amount to the respective tax authority.
  6. Record keeping and reporting: TB Accountants shall keep and maintain records of work completed and make available to you upon request and shall provide regular reports on progress of any work completed on your behalf. In addition, TB Accountants shall raise issues or concerns that may be found during the term of engagement. TB Accountants shall return any information owned to you upon termination of engagement and once payment for work carried out by the practice has been made.

    (collectively, the “Services”).

Fees:

The fees for the Services are described here.

There will be no additional charges, unless previously agreed in writing by both parties. Unless otherwise agreed, payment of our invoices is due within sixty (60) days from the date of the invoice.

Anti-money laundering legislation:

All Accountants and Tax Advisors must comply with the duties imposed by the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2007 (the Anti Money Laundering Legislation), which are intended to inhibit the activities of terrorists and other criminals by denying them access to technical expertise. If we fail to perform these duties, we risk imprisonment. Before we accept your instructions, we may need to obtain ‘satisfactory evidence’ to confirm your identity. It is your responsibility to provide; proof of identity details as required by the anti-money laundering regulations:

  • Copy of passport or
  • driving licence / all named directors/partners/principles Copy of certificate of incorporation
  • Utility Bill

Ensure that records of your business activities are correct and maintained to meet requirement of regulatory authorities.

We assume that our clients are honest and law abiding. However, if at any time, there appear to be grounds to suspect that your instructions relate to ‘criminal property’, we are obliged to make a report to the Serious Organised Crime Agency (SOCA), but we are prohibited from telling you that we have done so.

Ownership of records:

In the event of non-payment of our fees for services rendered, we reserve the right of lien over the books and records in our possession and may withhold the documents until such time as payment of our invoice is received in full. In exercising this right, we will comply fully with any legal or professional obligations.

File destruction:

Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that we store, which are more than seven years old, other than documents which we think may be of continuing significance. If you require the retention of any document, you must notify us of that fact in writing.

Client relations:

We are committed to providing a high standard of client service. If you have any ideas as to how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know. In the event that you have a complaint, we will look into this carefully and promptly and do all we can to explain the position to you or address your concerns.

Third parties:

All VAT reports prepared by us are for your exclusive use within your business or to meet specific statutory responsibilities. No third party shall acquire any rights pursuant to our agreement to provide VAT services.

Applicable law:

This engagement letter is governed by, and construed in accordance with, English law. The Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.

We are not required to prepare or file VAT returns that in our opinion are of an illegal nature or an infringement of any taxation laws under which we operate. The client acknowledges that reports will be prepared by us on the basis of information supplied by the client.

On Continuity Arrangement:

The purpose of this agreement is to look after your interest by providing continuity of services. You will be contacted in the event such circumstances arising and you will have the option to decline to be covered by these arrangements.

Duration:

The duration of this agreement is set at one year from the date of accepting this agreement and shall be deemed renewed automatically each year for an additional one-year period.

Modifications:

TB Accountants may, from time to time, change these terms and conditions. In case you do not wish to remain a client due to the change in these terms and conditions, or the relevant rules and regulations, you may terminate this agreement accordingly. Please note that your continued use of the Services following any change to the terms or the relevant rules and regulations, constitutes acceptance of all such changes.

Term and Termination:

You may terminate this agreement for convenience and without liability at any time on giving prior written notice via the applicable website, which written notice must be given not less than 30 days before agreement will be terminated in case you receive Services in France, Italy, Spain and/or Poland. When you request to terminate this agreement, the Services will at the same time be terminated in all jurisdictions in which you receive the Services.

If you receive the Services only in the United Kingdom, Germany and/or the Czech Republic, TB Accountants will not file any filings or provide any Services related to the calendar month or quarter in which this agreement is terminated.

If you receive the Services (also) in France, Italy, Spain and/or Poland, TB Accountants will file any filings and provide the Services related to the calendar month or quarter in which this agreement is terminated for all jurisdictions in which you receive the Services, even if these jurisdictions are other jurisdictions than France, Italy, Spain or Poland. If you have an obligation to file in a certain jurisdiction(s) on a quarterly basis but have an obligation to file in another jurisdiction(s) on a monthly basis, TB Accountants will file any monthly and quarterly filings and provide the Services related to the calendar quarter (and the months within that calendar quarter) in which this agreement is terminated for all jurisdictions in which you receive the Services.

All documents and information provided by you will be returned to you within 14 days of the termination date, provided that all outstanding fees have been paid. Once agreed, this letter will remain effective from the date of signature until it is replaced. Notice of termination must be given in writing.

Termination by TB Accountants:

TB Accountants terminates the agreement without giving any notice to the client if any of the following event takes place:

  1. The client provides misleading, incomplete or false information to TB Accountants
  2. Not providing the true and complete sales data required by TB Accountants for VAT compliance reporting.
  3. Not making a payment to local tax authority as required.

Limitation of liability:

We will not accept liability if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still good and not affected by any subsequent changes in the law or your circumstances.

We will not accept liability for losses arising from changes in the law or the interpretation thereof that are first published after the date on which the advice is given.

We will not accept liability for any loss suffered by you or any third party as a result of our compliance with the Anti Money Laundering Legislation or any such legislation.

The English version shall prevail of all legal statements, statutory declarations made by TB Accountants, including these terms and conditions. TB Accountants do not accept any kind of legal claims, or other complaints for misunderstandings, as a result of any mistranslation.

Data Protection; Disclosure:

In respect of any data which is processed for the performance of the Services and which is personal data, the Parties acknowledge and agree that the Client shall be the controller and TB Accountants shall be the processor and TB Accountants shall process personal data in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“GDPR”) and, to the extent applicable, the data protection or privacy laws of any other country, as well as the Data Processing Agreement attached hereto as Exhibit A.

You acknowledge that TB Accountants may disclose information regarding your account to the operator of the applicable third-party website through which TB Accountant provides Services, or the affiliate of such operator, for purposes relating to TB Accountant’s provision of such Services.

Please confirm your agreement to the terms set out in this letter by signing and returning the enclosed copy. If anything is unclear to you or you require any further information please let us know.

The parties agree to the terms and conditions of this Agreement by their respective authorised signatories as of the later date written below.

EXHIBIT A: Data Processing Agreement

1. Definitions and Interpretation

1.1 Unless otherwise defined herein, capitalised terms and expressions used in this Addendum shall have the following meaning:

1.1.1 “Addendum” means this Data Processing Addendum and all Schedules;

1.1.2 “Client Personal Data” means any Personal Data Processed by a Sub Processor on behalf of Client pursuant to or in connection with the Principal Agreement;

1.1.3 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;

1.1.4 “EEA” means the European Economic Area;

1.1.5 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

1.1.6 “GDPR” means EU General Data Protection Regulation 2016/679;

1.1.7 “Data Transfer” means:

1.1.7.1 a transfer of Client Personal Data from the Client to a Sub Processor; or

1.1.7.2 an onward transfer of Client Personal Data from a Sub Processor to another Sub Processor, or between two establishments of a Sub Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);

1.1.8 “Services” means the services under the Principal Agreement that TB Accountants provides to Client.

1.1.9 “Sub-processor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the client in connection with the Addendum.

1.1.10 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2. Processing of Client Personal Data

2.1 Processor shall:

2.1.1 comply with all applicable Data Protection Laws in the Processing of Client Personal Data; and

2.1.2 not Process Client Personal Data other than on the relevant Client’s documented instructions.

2.2 The Client instructs Processor to process Client Personal Data, including with regard to Data Transfers of Client Personal Data to a third country unless required to do so by the laws of the European Union or a member state of the European Union to which Processor is subject. In such a case, Processor shall inform the Client of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

3. Processor Personnel

Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Sub Processor who may have access to the Client Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Client Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Sub Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security

4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Client Personal Data implement appropriate technical and organisational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

4.2 In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Sub-processing

5.1 Processor shall not appoint (or disclose any Client Personal Data to) any Sub-processor unless required or authorised by the Client.

6. Data Subject Rights

6.1 Taking into account the nature of the Processing, Processor shall assist the Client by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Client obligations, as reasonably understood by Client, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

6.2 Processor shall:

6.2.1 promptly notify Client if it receives a request from a Data Subject under any Data Protection Law in respect of Client Personal Data; and

6.2.2 ensure that it does not respond to that request except on the documented instructions of Client or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Client of that legal requirement before the Sub Processor responds to the request.

7. Personal Data Breach

7.1 Processor shall notify Client without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Client with sufficient information to allow the Client to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

7.2 Processor shall co-operate with the Client and take reasonable commercial steps as are directed by Client to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation Processor shall provide reasonable assistance to the Client with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Client reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Client Personal Data by, and taking into account the nature of the Processing and information available to, the Sub Processors.

9. Deletion or return of Client Personal Data

9.1 Subject to this section 9 Processor shall promptly and in any event within ten (10) business days of the date of cessation of any Services involving the Processing of Client Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Client Personal Data.

10. Audit rights

10.1 Subject to this section 10, Processor shall make available to the Client on request all information necessary to demonstrate compliance with this Addendum, and shall allow for and contribute to audits, including inspections, by the Client or an auditor mandated by the Client in relation to the Processing of the Client Personal Data by the Sub Processors.

10.2 Information and audit rights of the Client only arise under section 10.1 to the extent that the Addendum or Principal Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

11. Data Transfer

11.1 The Processor may not transfer or authorise the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Client. If personal data processed under this Addendum is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.

12. General Terms

12.1 Confidentiality. Each Party must keep this Addendum and information it receives about the other Party and its business in connection with this Addendum (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:

  1. disclosure is required by law;
  2. the relevant information is already in the public domain.

12.2 Notices. All notices and communications given under this Addendum must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Addendum at such other address as notified from time to time by the Parties changing address.

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