Chichester Accountant and Bookkeeper

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Email :
B4Bookkeeping

 
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 PROFESSIONAL SERVICES AGREEMENT

The following Professional Service Agreement (“Agreement”) is effective from 1st Jan 2020
 and is made between: 
B4Bookkeeping Limited, a company registered in England with Company Number 9151684 and registered office of 1 Lincoln House, Chichester Fields, Tangmere, Chichester, West Sussex, PO20 2FS, United Kingdom, (“We”, “Us”, “Our”) 
AND:
You (the “Company”), a company registered in England with Company Number XYZ and your registered company address as per Companies House
Associated companies are also cover by this agreement.
 (“You”, “Your”) 
 (hereinafter jointly referred to as “Both of Us”) 
WHEREAS 
A. We are experts in Accounting & Bookkeeping Services: and
B. You wish to use Our expertise to support Your business administration and under Your control and direction; and
C. We are able to offer, and You wish to purchase, our expertise through delivery of professional services as set out further below.
1. DEFINITIONS
The following terms have the meanings set forth below whenever they are used in this Agreement: 
“Bespoke Materials” means all of the bespoke material (whether tangible or intangible material) created specifically for You by Us by the provision of the Professional Services. 
“Consultant” means an individual member of Our staff or subcontractors who is assigned to deliver Professional Services to You, as set out in the corresponding Clause 2 or as substituted by You or Us in accordance with the terms of this Agreement.  For the avoidance of doubt, we shall be fully liable for the acts or omissions of any subcontract Consultant as though We had performed such act or omission Ourselves. 
“Equipment” means computers, software, telephones and other equipment that might reasonably be required by a Consultant in order to deliver Professional Services under Clause 2. 
“Expenses” means costs directly and necessarily incurred by a Consultant in attending You for the performance of the Professional Services, including travel. 
“Licensed Materials” means document templates, processes, procedures, methods of working and other intellectual property belonging to Us and created by Us outside of this Agreement, and used by a Consultant in the performance of the Professional Services. 
“Location” means the place at which the Professional Services are to be performed. 
“Minimum Billable Period” means the minimum number of Consultant hours for which You will be invoiced in respect of the delivery of Professional Services, on any given day on which Professional Services are delivered by an individual Consultant, which shall be ten minutes unless otherwise specified in Clause 4. 
“Professional Services” means the services delivered to You by the Consultants, as specified by You from time to time and delivered under Your instruction and day to day management. 
“Rate” means the hourly rate applicable at the time of delivery of the corresponding Professional Services, as set out in Clause 3. 
“Services Fees” means the fees payable by You in respect of Professional Services delivered, calculated according to the applicable Rates and as set out in Clause 3.
 “Working Day” means a total of eight (8) Working Hours in a particular day. 
“Working Hours” means the hours worked between 09:00 and 17:00, Monday to Friday, excluding English bank and public holidays. 
2. SUPPLY OF PROFESSIONAL SERVICES 
We agree to supply to You, subject to the terms of this Agreement, the Professional Services as a Accountant/Bookkeeper in relation to Your company, this is not an exclusive list of Services
2.1. Accounting Services as Required
2.1.1. Year Account Product and Filing
2.1.2. Corporation Tax computations and filing
2.1.3. Self-Assessment Returns
2.1.4. VAT Returns
2.1.5. Management Accounting
2.1.6. Business Consultancy and Advice
2.1.7. Credit Control service
2.2. Booking Services as required:
2.2.1. Bookkeeping support as required with Accounting software
2.2.2. VAT Return production and filing on quarterly basis
2.2.3. Employee Payroll
2.2.4. CIS reconciliation and Payroll
2.2.5. Pension production and filing with HMRC and pension providers
2.2.6. Reconciliation and processing of the following as required; Invoices, Bills and Expenses
2.2.7. Bookkeeping advice on how best to manage your books
2.2.8. Back off Management, paying suppliers and raising invoices
3. CALCULATION OF FEES AND OTHER SERVICES
Fees for Professional Services are calculated in the following ways:
3.1. An agreed monthly Service Charge based on Services used
3.2. Accounting Support is billable at an hourly rate
3.2.1. The hourly rate for Accounting Services is £50.00 per hour
3.3. Bookkeeping support is be billable at an hourly rate
3.3.1. The hourly rate for Bookkeeping Services is £28.00/£35.00 per hour
3.4. Agreed fees are detailed in direct communications
3.5. In addition, fees incurred in the production and filing of company information and returns will be charged on at the cost if required, e.g. Companies House Annual Return
3.6. All services quoted to YOU are exclusive of any VAT (Value Added Tax), for which YOU shall be additionally liable at the applicable rate.
3.7. All expenses incurred may be passed on at cost, excluding travel which will be billable at £0.45 per mile.
3.8. We may amend all the rates not more than once in any twelve month period and shall give YOU at least 30 (thirty) days written notice of any such amendment.  
3.9. We may amend all Service charges not more than four times in any twelve-month period and shall give YOU at least 30 (thirty) days written notice of any such amendment. Service charges will be review periodically to ensure resource used matches’ the Monthly fees.
3.10. You may give notice to terminate this Service Agreement without penalty within fifteen (15) days of receipt of such written notice from us.  If WE do not receive written notice within fifteen (15) days, you are deemed to have agreed to the amendment to the rates. 
3.11.
4. BILLING & PAYMENT ARRANGEMENTS
4.1. You shall pay the Services Fees and Our Reasonable Expenses incurred in accordance with Clause 3.
4.2. All fees are payable on acceptance/request of our services.
4.3. We will Bill you as services are delivered or on the 1st of each month the following
4.3.1. The standard monthly Service Charge if applicable
4.3.2. The balance of time/service for the prior months Services
4.3.3. Any Accounting Software Licences
4.3.4. Any incurred expenses
4.4. Invoices are payable on Demand.
4.5. Monthly Fixed Service Fees are payable via Standing order
4.6. The minimum billable period is 15 minutes.
4.7. All payments are to be made electronically to Our bank account as detailed in Invoices.
4.8. Should a payment be received by means of a cheque a processing fee will payable on your next invoice of £15.
5. NON-PAYMENT
If payment of the Services Fees or any part thereof is overdue then unless You have notified Us in writing that such payment is in dispute within 5 days of the receipt of the corresponding invoice We may at Our option: 
a) Suspend all work in respect of all or part of the Professional Services until such payment is made in which case any expenses We incur by such suspension and subsequent resumption shall be added to the consideration; or 
b) Restrict access to 3rd party software; or 
c) Treat such as a material breach and terminate the relevant Schedule or this Agreement in accordance with Clause 16. 
d) All payments due are personally guaranteed by the Companies Directors.
6. YOUR OBLIGATIONS
6.1. You shall provide co-operation and support to Us in Our efforts to provide the Professional Services.  Such co-operation and support shall include, but not be limited to: 
6.1.1. reasonable level of responsiveness to Our requirements and communications; 
6.1.2. the timely transmittal and release to Us of appropriate and accurate documentation and information; 
6.1.3. the prompt review and analysis of the work performed by Us; 
6.1.4. the making available of Equipment if specified in the applicable Schedule; and 
6.1.5. the making available of competent personnel to assist Us when and to the extent as is reasonably requested by Us. 
6.2. In the event that third-party software (i.e. software not owned by You or by Us) is required as part of the Equipment, You shall be solely liable for procuring a valid licence to use such software for each Consultant who requires it for the performance of the Professional Services.  In the event that You request Us to procure such a licence, as set out in the applicable Schedule, the cost of such licence shall be for Your account and shall be invoiced by Us in accordance with the applicable Schedule.  
6.3. You hereby agree to indemnify Us against any and all third-party claims for breach of such third party’s intellectual property rights in the event that You fail to comply with Your obligations under Clause 6.2 or arising from Our compliance with Your specific requests or instructions, provided always that We were not aware of the likelihood of such breach at the time of performing Your corresponding requests or instructions. 
6.4. You agree that if You do not perform Your obligations under this Agreement and such non-performance affects Our ability to perform, We shall not be considered in default under this Agreement to the extent so affected, and You shall remain fully obligated to pay Us as provided in this Agreement regardless of any failure to perform any Professional Services so affected.
7. WARRANTIES
7.1. Subject to the exceptions set out below and the limitations upon Our liability in Clause 8, We warrant that the Services will be carried out with reasonable skill and care by personnel whose qualifications and experience will be appropriate for the Service. 
7.2. You hereby agree that YOUR sole remedy in respect of any non-conformance with this warranty is that We will remedy such non-conformance.
7.3. You must notify US in writing within one month of the provision Service at issue of any breach of the above warranty in order to benefit from the remedy stated above in Clause 7.2.  You shall provide all information as may be deemed necessary by Us to assist US in resolving such breach. 
8. LIMITATION OF LIABILITY
8.1. Nothing in this Agreement shall exclude or limit Our liability for (i) fraud or other criminal act, (ii) personal injury or death caused by the negligence of Our employees in connection with the performance of their duties hereunder or by defects in any Licensed Materials or Bespoke Materials supplied pursuant to this Agreement, or (iii) any other liability that cannot be excluded by law. 
8.2. Subject to Clause 8.1, in no event will WE be liable under this Agreement for any damages resulting from: (i) loss of, damage to or corruption of data, (ii) loss of use, (iii) lost profits, (iv) loss of anticipated savings, and/or (v) any indirect or consequential loss. Such liability is excluded whether such damages were reasonably foreseeable or actually foreseen. 
8.3. Except as provided in Clause 8.1 and in Clause 8.2 Our maximum aggregate liability to You for any cause whatsoever shall be for direct costs and damages only and will be limited to a sum equivalent up to 100% of the Services Fees actually paid by You during the 1 (one) month preceding Your claim date. 
8.4. We hereby exclude all liability that We have not expressly accepted in this Agreement. These limitations will apply regardless of the form of action, whether under statute, in contract, tort, including negligence, or any other form of action. For the purposes of this Clause 8 “WE” includes Our employees, sub-contractors, licensors and suppliers who shall therefore have the benefit of the limits and exclusions of liability set out in this Clause in terms of the Agreement (Rights of Third Parties) Act 1999. 
8.5. No action, regardless of form, arising out of transactions occurring under or contemplated under this Agreement may be brought by either party more than three (3) months after the cause of action has accrued.
8.6. Save as provided in Clause 8.7 You shall have no remedy in respect of any representation (whether written or oral) made to it upon which You relied in entering into this Agreement (“Misrepresentation) and We shall have no liability to You other than pursuant to the express terms of this Agreement.
8.7. Nothing in this Agreement shall exclude or limit Our liability for any Misrepresentation made by Us fraudulently. 
9. CONFIDENTIALITY
9.1. Confidential Information shall be defined as any information (whether disclosed in oral, written or electronic form) belonging or relating to a party’s business affairs or activities and which: (i) has been marked as confidential or proprietary, (ii) has been identified orally or in writing as being of a confidential nature, or (iii) may reasonably be supposed to be confidential in the circumstances. 
9.2. Each party undertakes from the date of disclosure it will not, without the prior written consent of the other party, use, disclose, copy or modify the other party’s Confidential Information (or permit others to do so) other than is necessary for the performance of its rights and obligations under this Agreement.  In any event each party hereby agrees that it shall treat the other's Confidential Information with the same degree of care as it employs with regard to its own Confidential Information of a like nature and in any event in accordance with best current commercial security practices, disclosing such Confidential.
Information only to those of its employees, consultants and bona fide professional advisers who need to have such information for the purposes of this Agreement, and ensuring that such employees, consultants and professional advisers shall be bound by the same confidentiality obligations as are set out in this clause. 
9.3. The provisions of Clause 9.1 shall not apply to:
9.3.1. any information in the public domain otherwise than by breach of this Agreement;
9.3.2. information lawfully in the possession of the receiving party thereof before disclosure by the disclosing party; 
9.3.3. information lawfully obtained without restriction from a third party; and
9.3.4. information required to be disclosed by a court of competent jurisdiction, governmental body or applicable regulatory authority provided that the party under such duty to disclose shall use all reasonable endeavours to give the other party as much prior notice of such disclosure as is reasonably practicable and permitted by law. 
9.4. You consent to use publishing Our involvement with You on our website, including the use of Your Company logo and any comments received from yourselves.
9.5. We may wish to further publicise Our involvement with You with Your prior written consent, such consent not to be unreasonably withheld or delayed If this Agreement is terminated, each party shall, at the other party’s option, return or destroy all Confidential Information of the other party. 
9.6. If this Agreement is terminated, each party shall, at the other party’s option, return or destroy all Confidential Information of the other party.
10. GDPR - DATA PROCESSOR AGREEMENT
Please see Appendix 1 for the Data Processing Agreement that covers the processing your personal and financial data. 
11. ASSIGNMENT
You may not assign this Agreement or otherwise transfer any rights or obligations under this Agreement except with Our prior written consent. 
12. ENTIRE AGREEMENT
This Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous representations, agreements and other communications between the parties, both oral and written.  
13. DESPUTE RESOLUTION, LAW & JURISDICTION
12.1. In the event of any dispute arising under this Agreement the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure.  Unless otherwise agreed by the parties, the mediator will be appointed by CEDR.  No party may commence court proceedings in respect of any dispute arising out of this Agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.  
12.2. Each party hereby irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any disputes of whatever nature arising out of or relating to this Agreement.  Notwithstanding the provisions of Clause 12.1, nothing in this Agreement or any Schedule shall limit either party’s right to seek injunctive relief. 
12.3. This Agreement shall be governed by English law.  
14. SURVIVAL
The following clauses shall continue to be in effect after the termination or expiration of this Agreement: 1, 2, 3, 4, 8, 9, 11, 12, 13, 15, 16, 17, and 19. 
15. FORCE MAJEURE
Neither party is responsible for failure to fulfil its obligations hereunder due to causes beyond its reasonable control that directly or indirectly delay or prevent its timely performance hereunder.  Dates or times by which each party is required to render performance under this Agreement shall be postponed automatically to the extent that the party is delayed or prevented from meeting them by such causes. 
16. TERMINATION BY YOU
The COMPANY may terminate this agreement by giving Us 30 days’ written notice and all historic and current Fees will liable immediately and require full payment.
IF you require the transfer of your Accounts, all outstanding fees along with any charges for time consumed dealing with your/their requests will be require immediate payment.
All 3rd party software provided where applicable will be transitioned to the software supplier or named agent of the company, a fee may apply.
17. TERMINATION BY US
Service Provider may terminate this agreement and stop acting for the Company if;
17.1. Company does not comply with this agreement:
17.2. Service Provider forms the opinion, on reasonable grounds, the mutual confidence and trust do not exist between both parties:
17.3. Service Provider believes on reasonable grounds that by continuing to act, it may breach the professional conduct rules which are upon professional in the Bookkeeping industry:
17.4. Service Provider ceases to offer the services detailed in this agreement, giving 30 days’ written notice; or 
17.5. For whatever reason no longer wished to supply these services to COMPANY giving 30 days’ notice in writing.
18. NOTICES
All notices made pursuant to this Agreement must be made in writing.  Any written notice to be given or made pursuant to the provisions of this Agreement shall be sent postage prepaid by registered or recorded mail or reputable courier service, addressed to the other party's address stated above and shall be marked for the attention of “The Director”.  Unless otherwise provided in this Agreement, all notices shall be deemed as given on the day of their receipt by the receiving party. 
19. GENERAL
If any provision of this Agreement is adjudged by a court of competent jurisdiction to be invalid, void, or unenforceable, the parties agree that the remaining provisions of this Agreement shall not be affected thereby, and that the remainder of this Agreement shall remain valid and enforceable.  No waiver by either party of any term hereof shall constitute a waiver of any such term in any other case whether prior or subsequent thereto.  No single or partial exercise of any power or right by either party shall preclude any other or further exercise thereof or the exercise of any such power or right under this Agreement.  This Agreement may not be changed, modified, amended, released or discharged except by a subsequent written agreement or amendment executed by duly authorised representatives of Us and You.  A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement except as explicitly provided by Clause 8.4 herein but this does not affect any right or remedy of a third party that exists or is available apart from the Act. 
20. MARKETING
We reserve the right to ask you for feedback/testimonial on our service and said feedback can be used in our marketing material including our website.  
You here by grant us permission to use your company logo and company name on our website too and allow us to link our website to yours via your company URL. 
 
APENDIX 1 - DATA PROCESSOR AGREEMENT
 
1 INTRODUCTION 
This agreement re processing of personal and financial data (the ”Data Processor Agreement”) regulates B4Bookkeeping Ltd’s (the ”Data Processor”) processing of personal and financial data on behalf of the client, you the ”Data Controller” and is attached as an addendum to the Professional Services Agreement in which the parties have agreed the terms for the Data Processor’s delivery of services to the Data Controller.
2 LEGISLATION
The Data Processor Agreement shall ensure that the Data Processor complies with the applicable data protection and privacy legislation (the ”Applicable Law”), including in particular The General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679)
3. PROCESSING OF PERSONAL DATA 
3.1. Purpose: The purpose of the processing under the Professional Services Agreement is the provision of the Services by the Data Processor as specified in the Professional Services Agreement. 
3.2. In connection with the Data Processor’s delivery of the Main Services to the Data Controller, the Data Processor will process certain categories and types of the Data Controller’s personal data on behalf of the Data Controller.
3.3. ”Personal data” includes “any information relating to an identified or identifiable natural person” as defined in GDPR, article 4 (1) (1) (the ”Personal Data”). The categories and types of Personal Data processed by the Data Processor on behalf of the Data Controller are listed in sub-appendix 1. The Data Processor only performs processing activities that are necessary and relevant to perform the Main Services. The parties shall update sub-appendix 1 whenever changes occur that necessitates an update.  
3.4. The Data Processor shall have and maintain a register of processing activities in accordance with GDPR, article 32 (2). 
4. INSTRUCTION 
4.1. The Data Processor may only act and process the Personal Data in accordance with the documented instruction from the Data Controller (the ”Instruction”), unless required by law to act without such instruction. The Instruction at the time of entering into this Data Processor Agreement (DPA) is that the Data Processor may only process the Personal Data with the purpose of delivering the Main Services as described in the Main Service Level Agreement. Subject to the terms of this DPA and with mutual agreement of the parties, the Data Controller may issue additional written instructions consistent with the terms of this Agreement. The Data Controller is responsible for ensuring that all individuals who provide written instructions are authorised to do so.  
4.2. The Data Controller guarantees to process Personal Data in accordance with the requirements of Data Protection Laws and Regulations. The Data Controller’s instructions for the processing of Personal Data shall comply with Applicable Law. The Data Controller will have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which it was obtained.  
4.3. The Data Processor will inform the Data Controller of any instruction that it deems to be in violation of Applicable Law and will not execute the instructions until they have been confirmed or modified. 
5. THE DATA PROCESSOR’S OBLIGATIONS 
5. CONFIDENTIALITY 
5.1.1. The Data Processor shall treat all the Personal Data as strictly confidential information. The Personal Data may not be copied, transferred or otherwise processed in conflict with the Instruction, unless the Data Controller in writing has agreed. 
5.1.2. The Data Processor’s employees shall be subject to an obligation of confidentiality that ensures that the employees shall treat all the Personal Data under this DPA with strict confidentiality.
5.1.3. Personal Data will only be made available to personnel that require access to such Personal Data for the delivery of the Main Services and this Data Processor Agreement. 
5.2. The Data Processor shall also ensure that employees processing the Personal Data only process the Personal Data in accordance with the Instruction.
5.3. Security
5.3.1. The Data Processor shall implement the appropriate technical and organizational measures as set out in this Agreement and in the Applicable Law, including in accordance with GDPR, article 32. The security measures are subject to technical progress and development. The Data Processor may update or modify the security measures from time-to-time provided that such updates and modifications do not result in the degradation of the overall security.
5.4. The Data Processor shall provide documentation for the Data Processor’s security measures if requested by the Data Controller in writing. 
5.5. Data protection impact assessments and prior consultation 
5.5.1. If the Data Processor’s assistance is necessary and relevant, the Data Processor shall assist the Data Controller in preparing data protection impact assessments in accordance with GDPR, article 35, along with any prior consultation in accordance with GDPR, article 36. 
5.6. Rights of the data subjects 
5.6.1. If the Data Controller receives a request from a data subject for the exercise of the data subject’s rights under the Applicable Law and the correct and legitimate reply to such a request necessitates the Data Processor’s assistance, the Data Processor shall assist the Data Controller by providing the necessary information and documentation. The Data Processor shall be given reasonable time to assist the Data Controller with such requests in accordance with the Applicable Law. 
5.6.2. If he Data Processor receives a request from a data subject for the exercise of the data subject’s rights under the Applicable Law and such request is related to the Personal Data of the Data Controller, the Data Processor must immediately forward the request to the Data Controller and must refrain from responding to the person directly. 
5.7. Personal Data Breaches 
5.7.1. The Data Processor shall give immediate notice to the Data Controller if a breach occurs, that can lead to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to, personal data transmitted, stored or otherwise processed re the Personal Data processed on behalf of the Data Controller (a “Personal Data Breach”). 
5.7.2. The Data Processor shall make reasonable efforts to identify the cause of such a breach and take those steps as they deem necessary to establish the cause, and to prevent such a breach from reoccurring.
5.8. Documentation of compliance and Audit Rights
5.8.1. Upon request by a Data Controller, the Data Processor shall make available to the Data Controller all relevant information necessary to demonstrate compliance with this DPA, and shall allow for and reasonably cooperate with audits, including inspections by the Data Controller or an auditor mandated by the Data Controller. The Data Controller shall give notice of any audit or document inspection to be conducted and shall make reasonable endeavours to avoid causing damage or disruption to the Data Processors premises, equipment and business in the course of such an audit or inspection. Any audit or document inspection shall be carried out with reasonable prior written notice of no less than 30 days and shall not be conducted more than once a year. 
5.8.2. The Data Controller may be requested to sign a non-disclosure agreement reasonably acceptable to the Data Processor before being furnished with the above.
5.9. Data Transfers 
5.9.1. Ordinarily, The Company will not transfer your data to countries outside the European Economic Area. In some cases, personal data will be saved on storage solutions that have servers outside the European Economic Area (EEA), [for example, Dropbox or Google]. Only those storage solutions that provide secure services with adequate relevant safeguards will be employed.
6. SUB-PROCESSORS 
6.1. The Data Processor is given general authorisation to engage third-parties to process the Personal Data (“Sub-Processors”) without obtaining any further written, specific authorization from the Data Controller, provided that the Data Processor notifies the Data Controller in writing about the identity of a potential Sub-Processor (and its processors, if any) before any agreements are made with the relevant Sub-Processors and before the relevant Sub-Processor processes any of the Personal Data. If the Data Controller wishes to object to the relevant Sub- Processor, the Data Controller shall give notice hereof in writing within ten (10) business days from receiving the notification from the Data Processor. Absence of any objections from the Data Controller shall be deemed a consent to the relevant Sub-Processor. 
6.2. In the event the Data Controller objects to a new Sub-Processor and the Data Processor cannot accommodate the Data Controller’s objection, the Data Controller may terminate the Services by providing written notice to the Data Processor. 
6.3. The Data Processor shall complete a written sub-processor agreement with any Sub-Processors. Such an agreement shall at minimum provide the same data protection obligations as the ones applicable to the Data Processor, including the obligations under this Data Processor Agreement. The Data Processor shall on an ongoing basis monitor and control its Sub- Processors’ compliance with the Applicable Law. Documentation of such monitoring and control shall be provided to the Data Controller if so requested in writing. 
6.4. The Data Processor is accountable to the Data Controller for any Sub-Processor in the same way as for its own actions and omissions. 
6.5. The Data Processor is at the time of entering into this Data Processor Agreement using the Sub- Processors listed in sub-appendix 1. If the Data Processor initiates sub-processing with a new Sub-Processor, such new Sub-Processor shall be added to the list in sub-appendix 1 under paragraph 2. 
7. REMUNERATION AND COSTS
7.1. The Data Controller shall remunerate the Data Processor based on time spent to perform the obligations under section 5.5, 5.6, 5.7 and 5.8 of this Data Processor Agreement based on the Data Processor’s hourly rates. 
7.2. The Data Processor is also entitled to remuneration for any time and material used to adapt and change the processing activities in order to comply with any changes to the Data Controller’s Instruction, including implementation costs and additional costs required to deliver the Main Services due to the change in the Instruction. The Data Processor is exempted from liability for non-performance with the Main Agreement if the performance of the obligations under the Main Agreement would be in conflict with any changed Instruction or if contractual delivery in accordance with the changed Instruction is impossible. This could for instance be the case; (i) if the changes to the Instruction cannot technically, practically or legally be implemented; (ii) where the Data Controller explicitly requires that the changes to the Instruction shall be applicable before the changes can be implemented; and (iii) in the period of time until the Main Agreement is changed to reflect the new Instruction and commercial terms thereof. 
7.3. If changes to the Applicable Law, including new guidance or courts practice, result in additional costs to the Data Processor, the Data Controller shall indemnify the Data Processor of such documented costs. 
8. LIMITATION OF LIABILITY 
8.1. The total aggregate liability to the Client, of whatever nature, whether in contract, tort or otherwise, of B4Bookkeeping Ltd for any losses whatsoever and howsoever caused arising from or in any way connected with this engagement shall be subject to the “Limitation of Liability” clause set out in the Professional Services Agreement.
8.2. The limitation of liability does not apply to a party’s expenses and resources used to perform the other party’s obligations, including payment obligations, towards a relevant data protection agency or any other authority. 
8.3. Nothing in this DPA will relieves the processor of its own direct responsibilities and liabilities under the GDPR.
9. ACCEPTANCE
9.1. If the Client continues to receive, or orders new, products and/or services and/or B4Bookkeeping Ltd continue to provide such products and/or services on or after 25 May 2018, such conduct will be seen as acceptance this Data Processing Agreement by both the Client and B4Bookkeeping Ltd.
10. DURATION
10.1. The Data Processor Agreement shall remain in force until the Main Service Level Agreement is terminated. 
11. DATA PROTECTION OFFICER
11.1. The Data Processor will appoint a Data Protection Officer where such appointment is required by Data Protection Laws and Regulations.
12. TERMINATION 
12.1. Following expiration or termination of the Agreement, the Data Processor will delete or return to the Data Controller all Personal Data in its possession as provided in the Agreement except to the extent the Data Processor is required by Applicable law to retain some or all of the Personal Data (in which case the Data Processor will archive the data and implement reasonable measures to prevent the Personal Data from any further processing). The terms of this DPA will continue to apply to such Personal Data. 
13. CONTACT
13.1. The contact information for the Data Processor and the Data Controller is provided in the Main Professional Services Agreement. 
SUB-APPENDIX 2
1. Data 
1.1. The Data Processor processes the following types of Data in connection with its delivery of the Services. This list is not exclusive:
1.2. Information on relevant employees from the Data Controller relevant for the processing of payroll and tax returns. Namely:
1.2.1. Name, postal address and email address 
1.2.2. UTR
1.2.3. NI number 
1.2.4. Date of Birth
1.2.5. Unique Tax Reference (UTR)
1.2.6. HMRC information
1.2.7. Bank account details
1.2.8. Pension details
1.2.9. Proof of identity
1.2.10. Leave records
1.2.11. Contract of employment & HR details 
1.2.12. Next of kin details
1.2.13. Timesheets with hours, holidays, bonus and other additional pay
1.2.14. Third Party deduction details i.e. Court Orders, Childcare
1.2.15. Subcontractors
1.2.16. Contractors
1.3. Information on relevant employees from the Data Controller relevant for the processing of accounting and bookkeeping. Namely:
1.3.1. Name, postal address and email address 
1.3.2. Company UTR
1.3.3. Tax references
1.3.4. Bank account details and data
1.3.5. Supplier and customer data 
 
2. Categories of data subjects 
2.1. Data Processor processes personal/financial data about the following categories of data subjects on behalf of the Client: 
2.1.1. Financial information of the Data Controller
2.1.2. Employees of the Data Controller
2.1.3. Subcontractors of the Data Controller
2.1.4. Contractors of the Data Controller
 
SUB-APPENDIX 3
We may use third parties’ software to assist us in providing our services from time to time, and in those cases may pass on your personal and/or financial data to them. In such cases we will only share your data with third parties that we trust, and where there are assurances in place as to how they will protect the data.
1. APPROVED SUB-PROCESSORS
1.1. The following Sub-Processors shall be considered approved by the Data Controller at the time of entering into this Agreement: 
1.1.1. HMRC
1.1.2. Tax filer
1.1.3. Senta
1.1.4. Microsoft Office Suite
1.1.5. Companies House
1.1.6. Xero
1.1.7. FreeAgent
1.1.8. Money Soft
1.1.9. DropBox
1.1.10. Google Suite
1.1.11. Receipt Bank
1.1.12. QuickBooks
1.1.13. Nest Pension
1.1.14. BlueSky Pension
1.1.15. Now Pensions
1.1.16. Peoples Pension
1.1.17. Smart Pensions
1.1.18. Evernote
1.1.19. Adobe Suite
1.1.20. Auto entry
1.1.21. Nimble
 
2. New Sub-Processors
2.1. The following Sub-Processors have been added and communicated to the Data Controller prior to the relevant sub-processing: 
 

 

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