1. Accountancy service

Our responsibilities

We shall for the company accounting year in which you subscribe to our accountancy service, provide the following to you, subject to variations in your subscription level:

Provestor Online Application

• Grant you or your nominated account holder access to our Online Application

• Provide you with technical support during use of the Online Application

Company year end accounts

• Review of your records within our Online Application against your year end bank statement at the end of your financial year prior to accounts preparation

• Prepare your company year end accounts in a compliant format for your approval electronically

• File online your Abbreviated and Full accounts at Companies House

• Issue you with electronic copies of your year end accounts for your records

Corporation Tax

• Complete your Corporation Tax return (CT600)

• Prepare your Corporation Tax computations

• File online your CT600 with HMRC

• Advise you of your Corporation Tax payment

VAT

• Calculate your quarterly VAT returns for your approval

• File VAT returns online with HMRC on your behalf

• Advise you of your VAT payments

Pay As You Earn (PAYE)

• Present to you payslips for your directors and employees each period (weekly or monthly) for your review / amendment

• Real Time Information (RTI) submission of your payroll records to HMRC each period

• Advise you of your quarterly or monthly PAYE Tax and National Insurance payments

• Production of P60 for all employees / directors

• Production of P45 for leavers

• Statutory Maternity Pay (SMP) calculations

• Manage changes in our Online Application of employees tax codes

Our monthly subscriptions include payroll for up to 2 directors / employees. For 3 or more directors / employees our extended payroll service is required.

HMRC correspondence

• Maintain your records at HMRC for VAT, Corporation Tax and PAYE

• Maintain key information about your company from HMRC in our Online Application

• Handle day to day correspondence from HMRC on your behalf – this includes writing and speaking with HMRC where required.

• Help with penalty appeals to HMRC (excluding penalties that result from late payments or filing caused by negligence or error on your part)

Reference letters

• Non financial reference letters based on our standard format letter.

Advice

Our service to you includes unlimited advice on day to day tax and accounting related topics and support with our Online Application. The unlimited advice however is subject to a fair use policy. If we determine that the amount of advice has or will exceed fair use we may charge separately for ongoing advice to you.

On occasions where specialist advice needs to be sought it maybe necessary for us to contact carefully selected third parties for guidance. Additional fees may apply this specialist advice that we will notify you of in advance.

As accountants we are not regulated by the Financial Services Authority to conduct financial reviews, or offer investment or tax planning advice. For such advice we recommend you seek advice from a regulated and authorised Independent Financial Advisor.

Your responsibilities

So that we can provide our services to help you meet your obligations for compliance, you agree to the following:

Appointing us

We will ask you to formally appoint us at HMRC as your tax agent. You agree to:

• Authorise us to file your returns electronically online at HMRC for VAT, Corporation Tax, PAYE and Self Assessment (where required)

• Authorise us to speak and write to HMRC on your behalf with regards to your VAT, Corporation Tax, PAYE and Self Assessment (where required)

Record keeping

Your records in our Online Application are entirely your responsibility and we are wholly dependent on them to provide our service to you. It is your responsibility to ensure their completeness and accuracy and that they will not be misleading or fraudulent.

So that we can prepare accounts and tax returns and so our Online Application can provide you with up to date financial information about your company, you agree to regularly keep all your records up to date in our Online Application.

These records include but are not limited to:

• Invoices

• Business expenses

• Asset purchases

• Mileage records

• Dividends

• Payslips

• Reconciled books for all business accounts

You agree to ensure your bookkeeping records in our Online Application match all your business bank accounts exactly when you reach your VAT period end, company financial year end, and before you process dividend payments.

Any missing or inaccurate entries may result in your taxes being calculated incorrectly for which we cannot be held responsible for.

If you fall behind on your record keeping or if incorrect returns are submitted as a result of errors or omissions, additional fees may apply to reconcile your accounts.

You agree that you will enter your complete accounting records into our Online Application. Supplementary records external to the Online Application will result in additional fees unless you agree with us in advance the supply of separate records.

VAT

You agree to review and approve your VAT returns in the Online Application before we submit your returns to HMRC on your behalf.

You agree to notify us if you believe your circumstances have or will change such that it affects your eligibility to use the Flat Rate Scheme or any other aspects of your VAT accounting.

PAYE and dividends

You agree to review your company payslips to ensure accuracy prior to submission via RTI. To comply with HMRC RTI requirements, corrections cannot be made to payslips in our Online Application once submitted to HMRC.

You agree that you will process payslips and dividends in our Online Application before any payments are made.

Payment of taxes

We will have no access to your bank accounts. You shall ensure that payment of all taxes are made to HMRC in time and for the full amount as per our guidance.

Companies House confirmation statement filing

It is the responsibility of the company director or secretary to ensure that a confirmation statement (CS01) is filed at Companies House each year. You agree that you will ensure this requirement is met each year.

Should you subscribe to our Company Secretarial Service, we will take of this responsibility.

Provision of information by you

To avoid penalties and interest charges it is important your records at HMRC and Companies House are always up to date. You will notify us of any changes to your personal details including names or addresses.

You are legally responsible for making correct returns for your tax liabilities and for making payment of the taxes on time. So that we can provide services to you to help you continue to be compliant, you agree that any information we request will be provided by you in a timely manner. Failure to meet deadlines and resultant penalties due to late supply or delays in the provision of information requested will be your responsibility.

Should you make any changes to your company structure, for example appoint shareholders or directors, you agree that you will notify us. We will ensure your records are up to date to ensure on-going compliance.

Any correspondence you receive from HMRC or Companies House, no matter how insignificant, maybe important to us in the performance of our duties. You agree to promptly forward any correspondence to us.

Additional information for established companies that have traded

The transfer of a trading company to our Online Application will be complete once we have inputted your opening balances from previous years accounts and / or in year balances. This is dependent on the provision of complete records from you and / or your previous accountant.

Professional clearance

If you previously appointed an accountant to look after your accounting requirements, we will contact them to gain Professional Clearance and to transfer your accounting records.

Past year end accounts and tax returns

Accounts production and tax returns for previous company financial year(s) are not included within our monthly subscription fee. We can assist with manual accounts production separately if required.

Should any issues be identified in previous accounts or tax returns they shall be brought to your attention. We shall await your instruction before proceeding.

Migration fees

If you appoint us part way through your company year, a migration fee will apply that we displayed in our application form when you appoint us.

Service commencement

We will commence acting as your accountant from the date that you appoint us subject to professional clearance and receipt of your accounting records. Any issues that subsequently arise that relate to errors in submissions or records predating our services to you, additional fees may apply.

Opening balances

Using the records provided by your previous accountant, we will input your company opening balances in our Online Application. We cannot be held responsible for any inaccuracies, omissions or errors within the opening balances.

If your opening balances have not been entered by the end of your company financial year that we are appointed, we will be unable to prepare your year end accounts.

2. Self Assessment Tax Return service

We will if requested by you, prepare and file Self Assessment Tax Returns for directors and shareholders of your company. Depending on your subscription, a fee maybe charged. Fees are calculated and displayed before you submit the Self Assessment Tax Return questionnaire in our Online Application and depending on your subscription, may vary depending on the complexity of the return and the date the questionnaire and supporting information is submitted.

We will quote you for preparation of returns based on the information you enter in our Self Assessment Tax Return questionnaire. Should upon receipt of additional information to allow us to prepare the return we find that significant additional work is required to complete the return, we may need to quote an additional fee.

On all subscriptions, questionnaires and supporting information submitted after 31 October will be subject to an additional fee. To guarantee meeting the HMRC filing deadline 31 January, your questionnaire must be submitted and supporting information provided before 31st December.

You agree to provide all the information related to personal income for the given tax year before we start to prepare tax returns. If a tax return shows that HMRC are due additional tax, we will explain how much needs to be paid to HMRC. It is the tax payers responsibility to make the payment on time from their personal bank account.

The individual whose return is prepared will be required to check their own return prior to its submissions to HMRC. If a return is prepared and approved by the individual then later found to contain errors, a repeat preparation and filing charge will be made to correct the error. If any errors result in additional payments being due to HMRC, Provestor cannot be held responsible and it is the tax payers responsibility to make the payment to HMRC.

We will deal with all communications relating to returns addressed to us by HMRC or passed to us by you. However, if HMRC chooses your return for a random enquiry this work may need to be the subject of a separate assignment in which case we will seek further instruction from you.

3. Company Secretarial Service

If you subscribe to our Company Secretarial Service, we will:

• Provide you with a registered office address

• Process your statutory mail from HMRC and Companies House

• File your confirmation statement at Companies House and pay the filing fee

• Manage any changes to your statutory company records including updates to officers of the company and shareholdings.

The registered office service does not include appointing us as your Company Secretary or mail forwarding. Only official correspondence from Companies House and HMRC maybe sent to our address. All other correspondence must be sent to your trading address.

Your company trading address shall be recorded as the place you specify to us from which you conduct your business from. This cannot not be our address.

4. Bank and Bookkeeping services

Bank feeds

If you subscribe to our bank feed service we will import your bank transactions into our Online Application. As the data is provided to us by your bank, we cannot guarantee the accuracy or availability of data we receive. You must therefore ensure that you periodically check to ensure your records are accurate and complete.

When subscribing to our bank feed service you agree that it is provided by our sister company Inni Accounts Ltd, company number 06430290.

Statement importer

An optional feature of the Online Application is a statement importer. This allows, subject to your bank being supported, the import of electronic bank statements containing your business bank transactions. When using this feature you shall be responsible for ensuring completeness and accuracy of the imported records. You should therefore check after each import that your transactions and rolling balances match your business bank statements.

Bookkeeping services

We may offer you a bookkeeping service. Using your business bank statements or bank feeds we shall reconcile your business accounts in the Online Application.

Due to the limited information about your transactions included on bank statements and in the absence of original receipts or invoices, you will be required to check transactions recorded for accuracy of accounting categories and VAT rates. Provestor shall not be held responsible for any errors or omissions. Your review and approval will be required prior to submission of any tax returns or company accounts.

5. Workplace pensions

This section only applies if your company is required to, or if you elect to voluntarily operate an employer workplace pension scheme.

Provestor currently is only able to support workplace pensions when payroll is operated monthly.

Setting up your workplace pension scheme

Pensions are a regulated activity and as accountants we are not permitted to provide advice. Specifically, we cannot advise on the suitability of pensions or investments for individuals. Individual’s must seek advice from an Independent Financial Advisor.

As your accountant we are able to provide guidance with workplace pensions. We can for example, help identify available workplace pension schemes for your business. This advice however, cannot extend to you personally as a potential individual member of a workplace pension or any other pension scheme. Such advice must be sought from a suitably qualified Independent Financial Advisor.

You are responsible for selecting a provider for your workplace pension scheme. You will need to select a scheme that meets the automatic enrolment qualifying criteria and we recommend you take appropriate independent advice concerning your choice. Your choice of scheme can be:

• the existing scheme used by the business, if it is an eligible scheme for automatic enrolment

• through the National Employment Savings Trust (NEST), setup by the government

• or you can seek the advice of a financial advisor on a suitable pension scheme

As well as selecting an eligible scheme, you are responsible for regularly reviewing its suitability.

You will need to open your chosen pension scheme and accept the providers terms and conditions. Where applicable, you will also need to pay any set up fees chargeable by your provider. Depending on your chosen provider, Provestor may be able to provide assistance opening the scheme.

You must authorise Provestor to act on your behalf at your chosen pension provider. You must grant access and permission to allow us to configure your scheme and submit records each payroll period.

Provestor will configure your workplace pension scheme with your chosen pension provider to ensure alignment with details held within Provestor software for your company. 

Operating your workplace pension scheme

When operating a workplace pension we shall assist you with assessment of the status of your employees:

• at your staging date – We will establish the staging date applicable for your payroll. You will need to advise us if you bring forward, postpone or otherwise delay any aspect of your staging. We will assist you in establishing when the staging date must be applied – this is the date that you as an employer must start to automatically enrol your employees whom are classed as eligible jobholders. Using data supplied by you to prepare your payroll, we will help you identify those individuals who would qualify as ‘eligible jobholders’ for automatic enrolment purposes.

• at the point of automatic re-enrolment (3 years after your staging date) – You will need to re-enrol all eligible jobholders every three years. We will assist you by helping you identify and communicate with your employees.

• at your employee’s assessment date when applicable – You are responsible for monitoring your employees age and earnings and agree to advise us on any change in the categorisation or status of your employees. We will provide you assistance with this.

You are responsible for ensuring your employees are briefed and have access to information about their status be that automatic enrolment, right to opt in or right to join. This includes providing information about your (as their employer) and their minimum contribution levels.

You are responsible for deciding your employer contributions to your employee pension schemes. You must inform us of any changes to these contributions.

You will inform us of any material changes in circumstances that could affect the pension scheme, employees or deductions. If you are unsure whether the change is material or not, please let us know so we can assess the significance.

You are responsible for monitoring opt-in and opt-out requests made by your employees, and their requests to increase or decrease their contribution levels. We will assist you where we can with monitoring and will supply information to you to assist your employees.

We will provide assistance with configuring Provestor software and your pension providers online account. Our assistance will include:

• addition and removal of employees when required

• changes to contribution levels by employee and employer

• opt-in and right-to joins from your company

• opt out and cease members from your company

If your employees require assistance with their pension or have questions, they must discuss them with your chosen pension provider or with you as their employer. Provestor is unable to provide support directly to your employees.

We will help ensure that any set contribution levels meet with the minimum contribution levels prescribed by the Pension Regulator. If you are exempt of duties (voluntarily elect to operate a scheme), minimum contribution levels do not apply.

Based on the information provided by you, each payroll period Provestor will:

• calculate the deductions to be made from each employee’s pay

• calculate the contribution you, as an employer, will make to your employees pension scheme

• process through the payroll any refunds from the scheme

We will submit records detailing your employee and employer contributions to  your chosen pension provider each payroll period. This will be done either using your pension providers website or via their API.

We or your chosen pension provider will prepare and send to you, for distribution, a notice for each eligible jobholder telling them that they have been or will be enrolled. This notice will set out what that means for them and detail their right to opt out and in.

We or your chosen pension provider will produce, gather and provide any required statutory communications for you. You must ensure that all statutory communications are distributed to the relevant employees.

You will be responsible for setting up a direct debit with your chosen pension provider for all payments you need to make to them.

We shall prepare and submit your Declaration of Compliance to The Pensions Regulator on your behalf.

You will periodically check your records in our software to ensure they are up to date. This includes reviewing deductions on employee payslips each payroll period before submissions are made to HMRC via RTI and your pension provider.

Should you identify an error or omission on a payslip after your records have been submitted to HMRC and your pension provider, it will normally be resolved in your next payroll period. In some circumstances where it is possible and necessary to correct an error immediately, we may need to charge an additional fee to resolve and resubmit your records.

Fees

All fees and charges made by your pension provider are now, and in the future, your responsibility.

Provestor charge a one off set up fee when you open a new workplace pension scheme. This fee includes the preparation of your workplace pension scheme with your chosen provider and in our online accounting software.

Provestor charge an additional monthly fee to support your workplace pension scheme. This fee is per active scheme and includes:

• submission of records to your pension provider

• maintenance of your scheme records at your pension provider

• assistance with ongoing compliance duties at The Pensions Regulator

Other fees may apply if you:

• switch your workplace pension provider

• close your workplace pension

• operate more than one workplace pension scheme at any one time

We may on rare occasions need to provide additional services to support your workplace pension scheme. Where appropriate we will discuss and agree with you any additional fees that may apply before starting work. Examples include:

• supporting with an enquiry from The Pensions Regulator

• preparing any amended records which may be required and corresponding with the Regulator as necessary

• when specialist, external advice is required that we may need to seek on your behalf

General disclaimer

We will not accept responsibility if you act on advice previously given by us or anyone else without first confirming that the advice is still valid in light of any change in the law or your circumstances.

We will accept no liability for losses arising from changes in the law or the interpretation thereof that occur after the date on which the advice is given.

You are responsible for keeping and retaining all the records required by law. These include:

• records about employees: e.g. name, date of birth, National Insurance number, gross earnings, contributions, gender, address, status within the pension scheme, opt-in notice and joining notice

• records about the pension scheme: e.g. employer pension scheme reference, scheme name and address and other information in respect to the specific pension scheme

Our services, as detailed in this document, are subject to the limitations of liability set out in our engagement letter and in the ‘Limitation of Liability’ section of our standard terms and conditions of Business.

You are legally responsible for:

• ensuring that your payroll and pensions records are correct and complete

• making payment of pension contributions on time

Failure to do this may lead to automatic penalties, surcharges and/or interest.

To enable us to carry out our work you agree to provide the full information necessary for dealing with your employees’ pension, we will rely on the information and documents being true, correct and completed and will not audit the information or these documents

We will process changes only if notified by authorised individuals who notify us, within reasonable time, prior to the payroll date of all transactions or events which may need to be considered in relation to automatic enrolment obligations for the period, including details of:

• all new employees and details of their remuneration packages

• all leavers and details of termination arrangements for all employees

• changes in categorisation or status of your employees

• all opt-in and opt-out requests from your employees

• all remuneration changes from all employees

• all pension scheme changes

6. General conditions

Fees and included services (all monthly subscriptions)

All fees are payable in advance and by Direct Debit.

Year end accounts preparation requires continuous fees to be paid throughout your company financial year up to your year end. Our services rely on continuous payment of monthly fees and we are unable to provide breaks in monthly subscription payments unless your subscription allows Trading Breaks.

For our continued service including the filing of your returns with HMRC, all payments must be up to date. Any additional work due to your account with us being placed on hold or canceled may incur additional charges.

Your monthly subscription may include Self Assessment Tax Return(s) and/or P11D(s). In order to qualify for these returns you must have been subscribed and be paying monthly fees on the 5th April during the tax year in which the return relates. Previous years tax returns are not included in any subscriptions however we can provide you with a quote if required.

Fees for services not included in the monthly fee will be collected by direct debit. In some cases however, we may required upfront payment before work commences.

Migration between monthly subscriptions may only be allowed at the discretion of Provestor Ltd.

Referral scheme

You will be given a referral code that you can share with your friends and colleagues. This code will entitle you and your colleagues a discount off your monthly accountancy subscription fee. In order to qualify for any discount you must pass your code directly to your colleague.

Should you wish to promote or published your referral code online, you must seek our consent in advance. We do not accept referral codes published online without our permission.

Referral codes will be applied from the date we are provided the code. They cannot be pre or post dated.

Single nominated point of contact

For your security we operate a single, nominated point of contact for your company. This is likely to be you however you may nominate another person within your business.

All matters relating to your company or any individual within it will be communicated to by Provestor directly through the nominated point of contact.

Money laundering

We have a duty under section 330 of the Proceeds of Crime Act 2002 to report to the Serious Organised Crime Agency (SOCA) if we know, or have reasonable cause to suspect, that you, or anyone connected with your business, are or have been involved in money laundering. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence.

The offence of money laundering is defined by section 340(11) of the Proceeds of Crime Act and includes the acquisition, possession or involvement in arrangements for concealing the benefits of any activity that constitutes a criminal offence in the UK. This definition is very wide and would include:

• tax evasion through deliberate understatement of income or overstatement of expenses or stocks; or

• deliberate failure to inform the tax authorities of known underpayments.

We are obliged by law to report to SOCA without your knowledge and consent and in fact we would commit the criminal offence of tipping off under section 333 of the Proceeds of Crime Act were we to inform you of any suspicions or that a report had been made.

We are not required to undertake work for the sole purpose of identifying suspicions of money laundering.

As with other professional services firms we must identify our clients for the purposes of the UK anti-money laundering legislation. As such we are required to carry out identity verification checks before we can provide services to you.

We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases. In addition we may also carry out identify verification checks that will be logged on your credit file however it will not affect your credit rating in any way.

Excluded services (additional fees apply)

• Paper submission of tax returns or year end accounts

• Support with full or aspect enquiries from HMRC

• Financial projections

• Company closure services

• Interim management accounts

• Business activities separate to primary business

• Letters to support Visa applications / extensions

• Signed / stamped documents to support references or Visa applications

• Benefits in kind declarations (P11D) filing (unless included in your subscription)

• Self Assessment Tax Returns (unless included in your subscription)

• Advice on Tax Credits

• More than one fee earner within your company

• Overseas trading

Commissions or other benefits

In some circumstances, commissions or other benefits may become payable to us in respect of transactions which we arrange for you, in which case you will be notified in writing of the amount, the terms of payment and receipt of any such commissions or benefits. The fees that would otherwise be payable by you as described will not take into account the benefit to us of such amounts. You consent to such commission or other benefits being retained by us without our being liable to account to you for any such amounts.

Account information services (AIS)

Provestor Ltd is registered as an agent with the Financial Conduct Authority under the Payment Services Regulations 2017 for the provision of payment services / account information services (AIS). This allows us, with your permission, to connect to your bank account(s) and download your transactions automatically to automate your business’s bookkeeping. You can manage your bank account connections from the bookkeeping area of the application.

Provestor Ltd is acting as an agent of Inni Ltd. Inni Ltd is registered with the Financial Conduct Authority under the Payment Services Regulations 2017 with reference 918132 for the provision of payment services / account information services (AIS). By connecting your bank accounts, you’ll be subject to Inni Ltd’s AIS terms and conditions (which are viewable here), and allowing Inni Ltd to download and store your transaction data. By agreeing to these terms and conditions you agree, if you use the AIS features, to be bound by the terms and conditions listed above (and as subsequently amended from time to time).

If you have any concerns or issues about any aspect of the service that we provide, please in the first instance contact your designated Account Manager. Complaints regarding the Account Information Services or the Account Information Services Provider can be raised directly with Inni Ltd at help@inni.co.uk

If we fail to resolve your formal complaint you have the right to use the Financial Ombudsman Service, please see our Complaints Policy for details.

Intellectual Property

The Company retains ownership and rights to all intellectual property developed or used during the provision of Services. This includes, but is not limited to, inventions, patents, trademarks, copyrights, trade secrets, business processes or systems, and any other intellectual property rights.

You agree not to infringe any IP and that this will remain in effect even after the termination of this Agreement.

Regulated Financial Services and other business services

We are not regulated by the Financial Conduct Authority to provide investment advice. Should you require investment or pension planning advice you should contact an Independent Financial Advisor. We will provide reasonable assistance where required following your agreement by providing to your advisor information they request.

We do not provide advice on the selection of banks or accounts to apply for. We may identify features of some banks to you that we consider may benefit you when using our software or services. This will not be a recommendation on a bank for your personal or business circumstances.

We have relationships with a number or firms and with your permission, we may introduce you and share information with third party service providers which in some cases we may receive payments which will be disclosed to you by them. You agree to all payments being retained by Provestor.

We make no guarantees about the service provided by any third party we recommend or highlight to you.

Mail correspondence

We will open all mail we receive at our address related to you, your company or anyone involved in your company. Only official correspondence from Companies House and HMRC should be received at our address. All mail related to your business activities must be addressed to your company trading address.

Complaints

We always aim to provide the highest levels of service possible, however, should you have a concern you should contact your account manager in the first instance. We undertake to look into any complaint carefully and promptly and do all we can to explain the position to you. We will do everything reasonable to put matters right.

Should you feel that you need to escalate your complaint, please see our complaints policy and submit the enclosed complaint form to us at complaints@provestor.co.uk.

Cancellation of services

Our services are subject to a 12 month minimum term. You can cease our services at any time by giving 30 days notice in writing to support@provestor.co.uk. Notice of termination must be given in writing.

Upon cancelling our appointment we shall calculate the balance of any fees due to us for the remaining term that must be paid in full within 30 days. No refunds will be given for subscription fees already paid.

It is your responsibility to export all your records from our Online Application. You will continue to be able to access your account for 30 days after you give notice to allow you to download your records. After this period your account will be closed and data archived or deleted.

After an account is archived, access to our Online Application cannot be reinstated to you. If available, recovery and supply of archived records will be subject to a fee, payable in advance.

Suspension of services

We are under no obligation to continue providing services to you if our fees are not paid on time. Whilst any amounts are overdue we reserve the right to suspend all our services to you including revoking access to our Online Application and cessation of accounting services.

Should we suspend your account for any reason, a reactivation charge will apply, payable in advance.

We reserve the right to charge interest on overdue accounts at BoE base rate plus 5% and we also reserve the right to cease services for any reason by giving one months notice.

If we terminate our services then no refunds will be given and we will not be held liable for any penalties or interest from HMRC, Companies House or any other parties.

Where services are suspended, no liability is accepted by us for consequential losses, late filing penalties, interest or other charges.

Should you fail to adhere to these terms of service or if we are unable to contact you, we reserve the right to terminate our services to you. We will write to you at your last known address to confirm cessation of services.

Lien

Insofar as we are permitted to so by law, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees are paid in full.

7. Disclaimers

Electronic communication

We will frequently communicate with you using email or by other electronic means. On rare occasions this may result in delayed or non-receipted communication or mis-direction that we cannot be held responsible for.

Internet email is not a 100% secure communications medium. We advise that you understand and observe this lack of security when communicating with us.

Although we believe our emails and any attachments are free from any virus or other defect which might affect any system into which they are opened or received, it is your responsibility to check that they are virus free and that they will in no way affect systems and data. No responsibility is accepted by us for any loss or damage arising in any way from receipt, opening or use of electronic communications.

Telephone communication

Calls may be monitored for training and quality purposes.

Availability

We will make every reasonable effort to ensure that our service to you and Online Application is available. We cannot however guarantee that it will be timely, without error, 100% secure, or available at all times. This is because we are reliant on the internet to deliver our services.

Any actions necessary to continue to provide high quality services may result in brief periods of down time to carry out maintenance activities. We will work hard to ensure that any disruptions are kept to a minimum.

We do not make any guarantees that there will be no loss of data and we cannot accept any liability for any loss of data no matter how caused.

Retention of records

During our services to you we will collect and store records. Any original records will be retained for a maximum period of 6 years after which they will be destroyed. Where you are in possession of original records, you must retain them for the same period.

Unless you provide us with written instructions to retain your records for a longer period, we will destroy your records after 6 years.

We may convert original documents into an electronic format for retention. In such cases we may destroy the original documents that we hold earlier than 6 years.

Applicable Law

These Terms of Service shall be governed by, and construed in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning our terms and conditions and any matter arising from them. Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.

Data protection act

To enable us to discharge the services agreed under this engagement, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance, we may obtain, use, process and disclose personal data about you and other members of your company. This information will be shared with Inni Ltd and subsidiary companies. You have a right of access, under data protection legislation, to the personal data that we hold about you.

We confirm when processing data on your behalf we will comply with the provisions of the General Data Protection Regulation 2016/679. For the purposes of the General Data Protection Regulation 2016/679, the Data Controller in relation to personal data supplied about you is Provestor Ltd, 1 Derwent Business Centre, Clarke Street, Derby DE1 2BU.

As an employer, should you employ any persons or have additional directors or shareholders, to be compliant with the General Data Protection Regulation you must ensure that members of your company are made aware that address data will be provided to HMRC during the lifetime of their engagement. It is sufficient for you to make members of your company aware through general communications.

Limitation of Liability

The advice that we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it.

We will provide the professional services outlined in these terms with reasonable care and skill. 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 or your failure to act on our advice or respond promptly to communications from us or the tax authorities.

To the maximum extent permitted by law, we exclude all liability and responsibility to you whether arising from negligence, breach of contract or otherwise for any incidental, special, indirect, exemplary, consequential or any other damages relating to the use of or inability to use our Online Application or website.

The opinion we provide may vary from other opinions based upon the same information. Our assessment and opinion therefore is not subject to any guarantee, warranty or indemnity that the risk assessed by us will not be challenged by HMRC or, any subsequent tribunal that may find your status is different from that assessed by us.

You also agree that our assessment is only a guide based on current regulations and that the ultimate responsibility for the tax liabilities, interest and penalties and any other consequential costs remains yours.

Our total liability for any loss or damage relating to your use of or inability to use our Online Application shall not exceed an amount equal to the monthly fees that you paid to us in the previous month.

Accounting calculations found to be incorrect due to issues within our Online Application or as a result of error by us will be rectified as soon as possible. We cannot be held responsible for any consequences or losses caused by such errors.

You agree to hold harmless and indemnify us against any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this Agreement. You have agreed that you will not bring any claim in connection with services provided to you by the firm against any of our directors or staff on a personal basis.

Contracts (Rights of Third Parties) Act 1999

A person who is not party to this Agreement shall have no right under the contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy of any person that exists or is available otherwise than pursuant to that Act.

Agreement of Terms

Once agreed, these terms will remain effective until they are replaced. Either party may vary or terminate our authority to act on your behalf at any time without penalty.

Last updated 21st August 2023

These terms and conditions ("Agreement") govern the provision of subscriptions and services (“Service”) provided by Provestor Accounts Ltd ("Company"), a company incorporated in England and Wales with company number 10510713, to you as the client ("You" or “Your”). 

Please read these terms and conditions carefully before using any Services of the Company. By using the Services, you agree to abide by these terms and conditions.

1. Monthly Subscriptions

Provestor Tax Software 

The collective term "Provestor Platform" encompasses the Provestor Tax Software, along with its accompanying resources such as help centre guides, blog posts, and email communications.

You must not reside in a jurisdiction regulated by Financial Action Task Force (FATF) regulations that prevent the provision of the Service due to Anti-Money Laundering rules. Refer to the General Terms below for more information.

Excluded Services

This Service does not encompass tax or accountancy advice, nor does it involve designating the Company as your accountant. Accountancy Services where the Company serves as the appointed accountant are listed here and are subject to a distinct engagement and Terms and Conditions outlined Part A.

If needed, you have the option to acquire specific tax and accountancy Services from the Company as detailed in the Other Services section of Part B of these terms and conditions.

Any actions or inactions by us, as well as any content on the Provestor Platform, must not be construed as investment advice or recommendations by the Company.

Your Responsibilities

You must be content with your decision to utilise the Service and its scope, ensuring alignment with your personal requirements.

You consent to a minimum term of 12 months, after which a 1-month rolling notice period applies.

By using the Service, you acknowledge and agree that you have sought professional advice from suitable accounting, tax, legal, and other advisors to comprehend the potential risks and consequences associated with investing in a limited company.

If there is a change in the use of a property within your limited company, such as from residential buy-to-let to a House in Multiple Occupation (HMO) or a Furnished Holiday Let (FHL), you must promptly notify the Company by emailing support@provestor.co.uk. This notification is crucial for evaluating the ongoing appropriateness of the Service for you.

Multiple properties can be owned within your limited company. If you acquire or sell a property, you commit to promptly updating your records in the Provestor Platform and agreeing to changes in your monthly subscription fee.

You must refrain from engaging in illegal or fraudulent activities or maintaining inaccurate record-keeping. It is your sole responsibility to ensure compliance with relevant UK laws and legislation. Illegal and fraudulent activities encompass any actions or omissions by you, a Director, a Shareholder, or affiliates that breach applicable laws, including but not limited to the Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017.

All records related to your limited company must be maintained within the Provestor Platform. No other forms of records or instructions will be accepted.

For our Services, it is obligatory to establish and maintain a connection between your account on the Provestor Platform and your bank account. A list of supported banks can be found here. As the data originates from your bank, we cannot guarantee its accuracy or availability. You must periodically verify that your records are accurate and complete.

You hold complete responsibility for maintaining accurate accounting records and should seek professional advice if uncertain. We offer additional Services to provide professional advice if you lack an accountant or advisor.

You acknowledge that accounts and tax returns will be generated solely based on the entries and categorisations you make in the Provestor Platform. We will not review or verify the categorisations or transaction eligibility. We accept no liability for the accuracy or eligibility of your transactions or records.

You agree to provide any requested legal documents or evidence related to transactions for the purpose of preparing accounts or tax returns.

You agree to inform us promptly of any changes to your limited company's records at Companies House and ensure these changes are reflected in the Provestor Platform.

At the conclusion of your accounting period, you agree to confirm the completeness and accuracy of your records within 6 months to allow sufficient time for us to prepare the accounts. Late confirmation will result in an additional fee for expediting your accounts and tax return.

You agree to review and accept your year-end accounts and Corporation Tax return before you submit them to Companies House and HMRC using the Provestor Platform.

Our Responsibilities

The Company will grant you access to the Provestor Platform. The Company will provide technical support via email, with responses aimed to be provided within 2 working days of receipt.

The Company will compile your year-end accounts and company tax return based on the records you maintain in the Provestor Platform. Once approved by you, you will submit the accounts and tax returns to HMRC and Companies House in the requisite format using the Provestor Platform.

The Company will serve as your Tax Agent at HMRC for the purposes of Corporation Tax to enable you to submit Corporation Tax Returns.

The Company will provide an automated bank feed service that you agree to, facilitated by our sister company Inni Accounts Ltd, company number 06430290. Further details regarding this service are outlined in the Account Information Service section of this Agreement.

Registered Office Service

The terms set out in this section of the Agreement apply specifically to the Registered Office Service.

To utilise this Service, Anti-Money Laundering checks are a prerequisite for both you and all members of your company. It's imperative that you are not residing in a jurisdiction governed by FATF regulations that prohibit the provision of the Service due to Anti-Money Laundering rules. Further details can be found in the General Terms below.

This Service is subject to a minimum term of 12 months, followed by a 1-month rolling notice period.

The Company will serve as your registered office address, directors' service address, and provide mail filtering and forwarding through email. The designated address is 1 Derwent Business Centre, Clarke Street, Derby. DE1 2BU. However, it's essential to note that this address cannot be used as your trading address.

Physical copies of your mail will be retained for a duration of 30 days, after which they will be securely disposed of.

In the event that you require original copies of your mail, a small fee will be applicable for its forwarding to your specified location.

Subscription Fees and Payments

The charges associated with the Service will vary depending on the specific features or services you require. By utilising the Service, you agree to make payments for the designated fees as outlined by the Company, in connection with the Services described on our website.

All fees must be settled in advance and are non-refundable, unless explicitly stated otherwise in written communication from the Company.

The Company holds no obligation to continue offering Services if the applicable fees are not paid punctually. This includes scenarios where your debit or credit card has expired. During any period when outstanding amounts remain unpaid, the Company reserves the right to suspend all Services, which could involve the withdrawal of access to our online application or the permanent closure of your account.

Should we decide to terminate or suspend our services, no refunds will be issued and we shall not be held accountable for any penalties or interest imposed by HMRC, Companies House, or any other relevant parties.

Cancellation

Either party has the right to terminate this Agreement by furnishing a written notice with a duration of one month to the other party. However, the termination of this Agreement does not release you from the obligation to settle any pending fees or expenses.

Already paid subscription fees will not be subject to refunds.

It is your responsibility to export all your records from the Provestor Platform. You will retain the ability to access your account for a 30-day period subsequent to your notice, which grants you sufficient time to download your records. Subsequent to this timeframe, your account will be closed and your data will either be archived or deleted.

Following the archival of an account and in the event that archived records are available for retrieval, such recovery and provision will be subject to an advance fee.

2. Company Incorporation

The Service includes the preparation and submission of necessary documents, such as the company formation application, memorandum of association, articles of association, and other related documents required for incorporation.

You are required to not reside within a jurisdiction regulated by FATF regulations that prohibit the provision of the Service due to Anti-Money Laundering rules. More details are available in the General Terms below.

The Company will:

• Provide support in the process of incorporating a limited company in compliance with the laws and regulations of the United Kingdom.

• Exert reasonable endeavours to verify the accuracy and entirety of the details furnished in the incorporation documents; nevertheless, you recognize that the ultimate accountability for the accuracy and lawfulness of the information supplied rests with you.

• Submit the application for your Service with Companies House. It's important to note that any delays stemming from Companies House cannot be attributed to the Company.

You agree:

• This Service is strictly an execution-only offering and does not involve the provision of advice.

• To review your application form thoroughly prior to submission, as rectifying errors on this form will require you to bear the associated costs.

• It is your responsibility to ensure that all information provided to the Company is precise, comprehensive, and aligned with pertinent laws and regulations.

• That any provision of false, misleading, or incorrect information could lead to legal ramifications. The Company shall not be held accountable for such actions.

• That you are aware that supplementary fees might be applicable for any alterations or revisions requested after the incorporation process has been initiated.

3. Other Services

The provisions outlined in this section of the Agreement relate to all additional services provided by the Company.

It's important to note that other Services may require Anti-Money Laundering (AML) checks and could be inaccessible to individuals residing in jurisdictions governed by the Financial Action Task Force (FATF).

Should you require guidance or support from a qualified accountant, you have the option to purchase Services from the Company. These Services could encompass Consultation, Accounts Review, and Reference letters. They might be provided either by the Company directly or outsourced to carefully selected, qualified specialists. On certain occasions, you might need to directly engage with a third party for the provision of their services.

While the Company will make reasonable efforts to ensure the accuracy and completeness of the Services provided, you understand that you ultimately bear the responsibility for the accuracy and legality of the information submitted.

Unless specifically stated otherwise, the Services offered are based on the execution of tasks using the information you provide to the Company. These Services do not encompass tax or accounting advice. Should you require advice, it is advisable to seek guidance from qualified professionals or utilise advisory services offered by the Company.

Your Responsibilities

It is your responsibility to ensure that all information provided to the Company is accurate, current, comprehensive, and in accordance with relevant laws and regulations.

You understand that any provision of false, misleading, or incorrect information could lead to legal repercussions, and the Company cannot be held accountable for such outcomes.

Other Service Fees and Payments

By using the Services, you consent to the payment of fees as specified by the Company. While the fees are detailed on this page, they may vary based on the particular services you request.

All fees are required to be settled in advance and are considered non-refundable, unless explicitly indicated otherwise through written communication from the Company.

You acknowledge that supplementary fees could be incurred by you for any alterations or revisions sought subsequent to the completion of the Service.

4. General Terms

All Services are bound by the Agreement in this section.

Applicable Law

These Terms of Service shall be governed by, and construed in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning our terms and conditions and any matter arising from them. Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.

Anti-Money Laundering (AML) & Financial Action Task Force (FATF)

All Services, except for Provestor Tax Software, are subject to Know Your Client AML checks.

Certain Services are not accessible to residents of the restricted FATF jurisdictions listed on the UK Government website.

Limitation of Liability

Any advice provided to you through a purchased Service is intended solely for your personal use and does not constitute advice to any third party to whom you may convey it.

The Company commits to delivering the professional services as detailed in these terms with reasonable care and expertise. Nonetheless, the Company will not be held accountable for any losses, penalties, surcharges, interest, or additional tax obligations arising from the submission of incorrect or incomplete information by you or others. This also encompasses the failure to provide appropriate information or to act upon our advice or guidance, or promptly respond to communications from us or tax authorities.

To the maximum extent allowed by law, the Company disclaims all liability and responsibility to you, whether stemming from negligence, breach of contract, or any other cause, for any incidental, special, indirect, exemplary, consequential, or other damages related to the use of or inability to use the Provestor Platform or website.

The opinion we provide might differ from other opinions grounded in the same information. Therefore, our assessment and opinion are not guaranteed, warranted, or indemnified against potential challenges by HMRC or any subsequent tribunal that could determine a status contrary to our assessment.

You acknowledge that our assessment merely serves as guidance based on current regulations and that you bear ultimate responsibility for tax liabilities, interest, penalties, and any other consequential costs.

Our aggregate liability for any loss or damage associated with your use of our Services or inability to use the Provestor Platform will not exceed an amount equivalent to the monthly fees paid to us in the prior month or the fee for the one off Service.

In case accounting calculations are found to be inaccurate due to issues within the Provestor Platform or resulting from our errors, corrective measures will be taken promptly. We cannot be held liable for any ensuing consequences or losses caused by such errors.

You commit to indemnifying and holding us harmless against any misrepresentations (intentional or unintentional) provided to us verbally or in writing in connection with this Agreement. You also agree not to bring any claims related to services provided by the firm against any of our directors or staff on a personal basis.

Confidentiality and Data Protection

The Company commits to handling all confidential information provided by you in strict accordance with the applicable data protection laws and regulations.

While the Company will undertake reasonable measures to safeguard the confidentiality of your information, it cannot guarantee absolute security. You recognize that electronic communications and data transmission over the internet inherently carry risks.

In order to fulfil the services stipulated within this Agreement, as well as for related purposes such as record updating and enhancement, management analysis, statutory returns, crime prevention, and legal and regulatory compliance, we may collect, utilise, process, and disclose personal data related to you and other members of your company. This information will be shared with Inni Ltd and its subsidiary companies. Under data protection legislation, you have the right to access the personal data that we hold about you.

When processing data on your behalf, we will adhere to the provisions of the General Data Protection Regulation 2016/679. For the purposes of the General Data Protection Regulation 2016/679, the Data Controller responsible for the personal data supplied about you is Provestor Accounts Ltd, located at 1 Derwent Business Centre, Clarke Street, Derby DE1 2BU.

In order to comply with the General Data Protection Regulation, it is necessary for you to ensure that all directors, shareholders, and any other individuals associated with your company are informed that address data will be shared with HMRC and/or Companies House. It suffices to notify members of your company about this through general communications.

The Company data controller can be contacted at dpo@provestor.co.uk.

Intellectual Property

The Company retains ownership and rights to all intellectual property developed or used during the provision of Services. This includes, but is not limited to, inventions, patents, trademarks, copyrights, trade secrets, business processes or systems, and any other intellectual property rights.

You agree not to infringe any IP and that this will remain in effect even after the termination of this Agreement.

Account Information Services (AIS)

Provestor Accounts Ltd is registered as an agent with the Financial Conduct Authority under the Payment Services Regulations 2017 for the provision of payment services / account information services (AIS). This allows us, with your permission, to connect to your bank account(s) and download your transactions automatically to automate your business’s bookkeeping. You can manage your bank account connections from the bookkeeping area of the Provestor Platform.

Provestor Accounts Ltd is acting as an agent of Inni Ltd. Inni Ltd is registered with the Financial Conduct Authority under the Payment Services Regulations 2017 with reference 918132 for the provision of payment services / account information services (AIS). By connecting your bank accounts, you agree to inni Ltd downloading your bank transactions into the Provestor Platform.

If you have any concerns issues or complaints about any aspect of the service that we provide, please in the first instance contact support@provestor.co.uk.

If we fail to resolve your formal complaint you have the right to use the Financial Ombudsman Service, please see our Complaints Policy for details.

Retention of Records

During our services to you we will collect and store records. Any records will be retained for a maximum period of 6 years after which they will be destroyed. Where you are in possession of original records, you must retain them for the same period.

Unless you provide us with written instructions to retain your records for a longer period, we will destroy your records after 6 years.

We convert original documents into an electronic format for retention. In such cases we destroy the original documents unless you expressly request them within 30 days of notification.

Lien

Insofar as the Company is permitted to so by law, the Company reserves the right to exercise a lien over all funds, documents and records in our possession relating to all Services provided to you until all outstanding fees are paid in full.

Complaints

The Company always aims to provide the highest levels of service possible, however, should you have a concern you should email support@provestor.co.uk in the first instance. The Company undertakes to look into any complaint carefully and promptly and do all we can to explain the position to you. We will do everything reasonable to put matters right.

Communication

We will frequently communicate with you using email or by other electronic means. On rare occasions this may result in delayed or non-receipted communication or mis-direction that we cannot be held responsible for.

Internet email is not a 100% secure communications medium. We advise that you understand and observe this lack of security when communicating with us.

Although we believe our emails and any attachments are free from any virus or other defect which might affect any system into which they are opened or received, it is your responsibility to check that they are virus free and that they will in no way affect systems and data. No responsibility is accepted by us for any loss or damage arising in any way from receipt, opening or use of electronic communications.

Calls may be monitored for training and quality purposes.

Availability

We will make every reasonable effort to ensure that our service to you and the Provestor Platform is available. We cannot however guarantee that it will be timely, without error, 100% secure, or available at all times. This is because we are reliant on the internet to deliver our services.

Any actions necessary to continue to provide high quality services may result in brief periods of down time to carry out maintenance activities. We will work hard to ensure that any disruptions are kept to a minimum.

We do not make any guarantees that there will be no loss of data and we cannot accept any liability for any loss of data no matter how caused.

Third Party Introductions

In certain instances, the Company may have agreements with third-party suppliers ("Suppliers") to whom you are introduced as a potential client.

By using Services and engaging in introductions facilitated by the Company, you acknowledge and agree to the terms and conditions

The Company may receive an introducers' fee ("Introducers Fee") from Suppliers as compensation for facilitating your introduction to them.

Any Introducers Fee received by the Company will not impact your financial obligations to the Supplier. The Introducers Fee is solely a consideration between the Company and the Supplier and does not alter the terms of your engagement with the Supplier.

The Company will not share your personal or confidential information with Suppliers without your explicit consent. Any introductions made to Suppliers will be made with the intention of enhancing your experience and providing you with potential business opportunities.

The Company will act in good faith when recommending Suppliers to you based on your requirements. However, the Company does not provide any warranty or guarantee regarding the quality, suitability, or performance of the products or services provided by Suppliers.

You acknowledge that the Introducers Fee is solely for the Company's role in facilitating introductions and does not constitute an endorsement, warranty, or guarantee of any kind regarding the Suppliers or their offerings.

The Company reserves the right to modify or discontinue the Introducers Supplier Agreement at any time without prior notice. Any changes to the Introducers Supplier Agreement will be communicated to you through the means established by the Company.

Any Introducers Fee received by the Company may be subject to applicable taxes, and the Company will comply with any tax reporting obligations related to such fees.

The following introducer fees are received by the Company on your successful completion of a transaction with the Supplier:

• CashPlus £70

Contracts (Rights of Third Parties) Act 1999

A person who is not party to this Agreement shall have no right under the contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy of any person that exists or is available otherwise than pursuant to that Act.

Last updated 21st August 2023