General terms of business
Unless you are notified in writing all products and services are provided by Xebox Limited which is a limited company, registered in England and Wales under registered number 7439745; the registered office is 3 Branksome Park House, Branksome Business Park POOLE BH12 1ED.
The company trades as “Xebox” or any other trading name that may be adopted by Xebox Limited from time to time and notified to you in writing (Xebox Limited and these trading styles are jointly referred to as “Xebox”).
Your relationship is with Xebox and Xebox has sole legal liability for the work done for you unless you are otherwise notified in writing. No director, consultant or employee of Xebox will have any personal legal liability for the work whether in contract, tort or negligence. In particular the fact that an individual director, consultant or employee signs in his or her name any email, letter, report or document in the course of carrying out that work does not mean he or she is assuming any personal legal liability for it.
Xebox, at its sole discretion, reserves the right to delegate or assign the benefit, together with the related obligations, of any terms of business, in whole or in part, to another party and may do so by giving you written notice.
Xebox is required to identify its clients for the purposes of the UK anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and / or make searches of appropriate databases.
The Specific Terms will identify who we are providing services to and from whom such information and documentation will be required. Generally we require confirmation of the identity of any Officer and any Shareholder holding more than 20%, of any class of share, of a limited company, all Designated Members of a Limited Liability Partnership and any other Member who holds a members equity stake of 20% or more of the total, any Partner in a Partnership and the Proprietor of a Sole Trader business.
In the event that we are unable to verify the identity of any of the above using our normal processes as may be appropriate we shall require further steps to be taken to assist us in obtaining that verification, which shall include requesting copies of Passports, Driving Licence’s or any similar document.
If we are unable to verify the identity of any client or those associated with that client as referred to above we shall be required by our governing body to cease acting for the individual or the business according to our own assessment.
Basis of subscriptions or fees
Unless otherwise agreed in the Specific Terms our work will begin when we receive your implicit or explicit acceptance of our services. Except as stated in the Specific terms we will not be responsible for periods before that date.
Our services are provided on the basis of a monthly subscription fee or in exceptional circumstances a variable fee, agreed in advance and set out in the Specific Terms issued to you.
The prevailing scale of fixed charges, which are available on request and published on our web site, will apply. Recurring services are deemed to be automatically renewed at the prevailing renewal rate unless otherwise set out in the Specific Terms agreed with you.
Where a material variation in legislation or other regulation becomes effective during a period during which services are provided to you that in the reasonable opinion of Xebox results in a significant increase in the cost of properly fulfilling our obligations any rate may be amended by the giving of written notice to you. You retain the option to terminate the service in such circumstances.
All subscriptions are subject to you meeting your reasonable obligations to us. These are set out in the relevant Specific Terms and / or relevant guidance notes provided to you. If you fail to fulfil those obligations we reserve the right at our sole discretion to amend the subscription. You may at any time request written confirmation of your current subscription and the Specific Terms that apply to you.
If you are unable or unwilling to settle subscriptions we reserve the right to seek payment from any individual (or parent company) giving us instructions on your behalf (which will include directors or shareholders of a company, members of a limited liability partnership, partners in a partnership and the proprietor of a sole trading business) and you agree that we are entitled to enforce any sums due against those individuals or group company nominated by you to give instructions on your behalf. It is your sole responsibility to ensure that such persons are notified of this potential liability.
Xebox fair usage policy
Your monthly service is based on the number of documents you expect to have processed, your selection of optional services and the employee numbers you’ve declared (we call this “Capacity”).
When Capacity is exceeded in a month we will not restrict your service or charge for any reasonable excess provided that such excess is not intentional and unlikely to recur. For this purpose reasonable excess shall mean no more than 25% of the current declared Capacity.
Where you expect any excessive use you should raise this in advance with your Personal Manager who has the discretion to extend capacity free of charge for short periods.
Occasional and reasonable excesses are acceptable and you don’t need to worry if this happens but if Capacity is exceeded in 3 consecutive months, and you haven’t agreed additional capacity in advance, we may ask you to upgrade your service Capacity. If you don’t we may either suspend or limit your service to the declared Capacity.
If, over any consecutive 12 month period, your usage exceeds the overall Capacity you’ve paid for during the same period you will be regarded as having excessive use. You will need to upgrade your service for the future or risk suspension or service restrictions.
We don’t intend to restrict your service merely because you have unintentionally exceeded Capacity; we do however regard it as fair that you should pay for what you use and the service we provide. This general principle shall take precedence in all decisions taken by us
You should always discuss your Capacity level if you believe you will exceed your limit with your Personal Manager. They can help you set the correct Capacity to suit your business and avoid any interruption in our service.
Payment of subscriptions
All subscriptions are payable by direct debit unless otherwise specifically agreed by us. We reserve the right to add an administrative charge for all payments made other than by direct debit
Subscriptions are invoiced as a continuing service each calendar month. The monthly subscription is payable on the first working day of the month in advance. The first chargeable month will be stated in the Specific Terms.
When considering overdue amounts, payments will be allocated to the earliest outstanding subscription period. Xebox reserves the right at its sole discretion to:
1. Levy a fixed administration charge of £12 plus VAT for any direct debit that is returned unpaid
2. Levy a fixed credit administration charge of £12 per invoice outstanding more than 60 days and
3. Charge interest at 8% on all amounts outstanding after their due date.
If you are uncertain about the due date of any invoice you should refer to your Personal Manager.
Xebox reserves the right at its sole discretion to suspend the provision of all services, at any time, where any amounts are due and remain unpaid after the due date.
Suspension of services
Where services are suspended all our obligations to you are also suspended and no liability is accepted for consequential losses, late filing penalties, interest or other charges. In addition to other effective indemnities, this indemnity will continue for a period of three months following the date of the resumption of services where any liability arises subsequently but in the reasonable opinion of Xebox is due in whole or in part as a consequence of the suspension.
During the period of suspension all access will be denied to the services of Xebox by any user.
We intend to exercise these rights only where it is fair and reasonable to do so.
Other Xebox don’t do’s
If in the opinion of Xebox any of the following actions or activities are undertaken by you we shall immediately suspend your service and may at our sole discretion terminate any service with you:
1. Any unlawful, fraudulent, criminal or otherwise illegal activities
2. Sending, receiving, publishing, posting, distributing, disseminating, encouraging the receipt of, uploading, downloading, recording, reviewing, streaming or using any material which is offensive, abusive, defamatory, indecent, obscene, unlawful, harassing or menacing or a breach of the copyright, trademark, intellectual property, confidence, privacy or any other rights of any person
3. Knowingly or negligently transmitting or uploading any electronic material (including, without limit, files that contain viruses, corrupted files, or any other similar software or programs) which is known or likely to cause, interrupt, damage, destroy or limit the functionality of any computer software, hardware or telecommunications equipment owned by us or any other Internet user or person
4. Activities that invade another’s privacy, cause annoyance, inconvenience or needless anxiety to any person
5. Activities that are in breach of any other third party’s rights, including downloading, installation or distribution of pirated software or other inappropriately licensed software, deletion of any author attributions, legal notices or proprietary designations or labels in any file that is uploaded, falsification of the origin or source of any software or other material
6. Anything that may disrupt or interfere with Xebox network or services or cause a host or the network to crash
7. Launching “denial of service” attacks; “mail bombing” attacks; or “flooding” attacks against a host or network
8. Granting access to your Xebox services to other businesses
9. Making excessive use of, or placing unusual burdens on, the network, for example by sending excessively large electronic documents
10. Circumventing the user authentication or security process of a host or network
11. Creating, transmitting, storing or publishing any virus, Trojan, corrupting program or corrupted data
12. Collecting, streaming, distributing or accessing any material that you know, or reasonably should know, cannot be legally collected, streamed, distributed or accessed
Insofar as we are permitted to so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records, including data held within our systems, in our possession relating to all services until all outstanding fees and disbursements are paid in full.
Value Added Tax
Value Added Tax will be applied on the basis of the rate prevailing at the earlier of the date of payment or the invoice date.
Continuation and Termination
Recurring services are automatically renewed as set out in the Specific Terms. Other services will be renewed from time to time in writing and approved by you. Unless otherwise stated in the Specific Terms all services are recurring and continuing in the agreed form unless properly terminated.
Each of us may terminate this agreement by giving not less than 7 days notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have provided us or HMRC with misleading information, in which case we may terminate this agreement immediately.
All our obligations to provide any service, whether past, current or future will terminate on the termination date and no refunds will be payable by Xebox in respect of any payments received from you. We will however provide free of charge reasonable information to you or your new advisor upon request in writing. No specific termination fees are payable by you.
In the event of termination of this contract, and at our sole discretion, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately. In any event, we will not be required to carry out further work and will not be responsible or liable for any consequences arising from termination.
Other than your responsibility for the payment of fees invoiced prior to the termination date, your responsibilities and obligations to us also will cease on the termination date.
No act, intentional or otherwise, on our part arising after the termination date in respect of the service terminated will affect the cessation of our obligations to you
Regulated financial services and investment business
Xebox is not regulated by the Financial Services Authority to conduct Investment Business activities. You should seek advice from an Independent Financial Advisor (IFA) should you wish to obtain advice of this nature.
From time to time it may be appropriate on your instructions to introduce you to other third party service providers. In some circumstances Xebox may receive commissions or other benefits for introductions or in respect of transactions which we arrange for you. Where this happens and it is reasonable to expect us to do so we will notify you of the amount and terms of payment and receipt of any such commissions or benefits. [The same will apply where the payment is made to or the transactions are arranged by a person or business connected with ours.] You also hereby consent to such payments being retained by Xebox.
Quality and improvement
As part of our ongoing commitment to providing a quality service some of our files may be periodically subject to an independent quality control review. In agreeing these terms you accept that information subject to the Data Protection Act may be made available as part of the quality control procedures applied. Our reviewers are highly experienced and professional people and, of course, are bound by the same requirements for confidentiality as ourselves.
We aim to provide a high quality service at all times. If you would like to discuss with us how our services could be improved or if you are dissatisfied with the service you are receiving please let us know.
Making a complaint
If you wish to raise a complaint please notify you Personal Manager or write to the Director’s Office at 3 Branksome Park House, Branksome Business Park POOLE BH12 1ED
We respond to all complaints. If you send your complaint by post, we aim to send an initial acknowledgement of receipt of a complaint within 3 working days and a full response to complaints within 10 working days of receipt. If we cannot respond fully within ten working days, we will keep you informed on the progress of our investigation.
We try to put things right the first time, but if you are not satisfied with the way your complaint was handled and wish to take the matter further, the Director’s office can arrange for your case to be reviewed. (The Director’s office is independent of the operational departments and reports directly to the Board of Directors).
Electronic and other communication
We will generally only communicate with you and with third parties via email or by other electronic means including via our web portals. The recipient is responsible for virus checking emails and any attachments.
With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material. These are risks you must bear in return for greater efficiency and lower costs. If you do not wish to accept these risks please let us know and we will communicate by paper mail, other than where electronic submission is mandatory.
From time to time we may make available the means to submit accounting, taxation and other data electronically to us either through spreadsheet, databases, software or web sites. The provision of such electronic and on line services is wholly upon our discretion and we make no representations as to the security or reliability of such services.
Your use of any web site or web portal provided by Xebox is subject to separate terms that can be read on our web site.
Any communication by us with you sent through the post system is deemed to arrive at your postal address two working days after the day that the document was sent.
Intellectual property rights
We will retain all copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.
We retain all copyright and other intellectual property rights in any document, electronic systems, web sites and processes including software applications, files, spreadsheets or other related process of any nature and all other works we develop and make available to you or generate for you in providing the services (including know how and working materials as well as final documents).
We grant you a non exclusive, non transferable, non-sub licensable license to use the same solely as part of the services we provide and for no other reason.
We draw your attention to the terms of any software license or web site terms that you may be required to accept in using any of the systems provided by Xebox.
We reserve the right at our sole discretion to revoke that license in the event that we suspend any service to you and only re-grant that license once full payment has been made.
On termination of the service your license is revoked permanently and you must immediately cease making use of them and destroy all such copies that you hold.
Third party products
Our services to you may be provided via third party systems. In accepting our terms you also are accepting the terms and conditions imposed by those third parties.
We recommend that you read and fully understand the terms and conditions that apply to third party products and services. These may be found at the relevant web sites operated by the third parties, or you may contact your Personal Manager who will on request provide copies of those terms.
Xebox does not claim any intellectual property rights associated with third party providers.
A list of third party products and services that are relied upon by us is available upon request from the Directors Office. It is your sole responsibility to ensure that you are fully aware of all third party products, services and their respective terms and conditions.
We confirm that we will comply with the provisions of the Data Protection Act 1998 when processing personal data about the business, you and your family. To enable us to discharge the services agreed 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. You have a right of access, under the data protection legislation, to the personal data we hold about you. For the purposes of the Data Protection Act 1998, the Data Protection Officer in relation to personal data supplied about you is Duncan Strike who may be contacted at the Registered Office.
In agreeing these Terms you hereby authorise Xebox to disclose to any third parties such personal data as appropriate but only in the proper performance of the services and other matters referred within these Terms.
For the purposes of confidentiality this will include as confidential all reports, plans, financial and other information and explanations and any advice of any nature given by Xebox, for whatever reason, and whether in writing, or verbally or in any other form.
Communications between us are confidential and Xebox will take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.
We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. Those subcontractors will be bound by our client confidentiality terms.
Xebox reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.
You will keep all information concerning this engagement as confidential information and not disclose or provide such information to any third parties whatsoever, other than as expressly permitted within in these terms of engagement or by normal operation of the law, without prior written agreement from us.
Ad hoc and advisory work not subject to Specific Terms
As part of the service that we provide, from time to time we may also provide incidental advisory and ad hoc services that strictly fall outside the Specific Terms.
Where we provide general advice outside any Specific Terms then these General Terms with apply in their entirety.
Such advice as may be given will be given on a reasonable basis but in all cases with be based upon the information and explanations that you supply to us. We will not conduct any audit processes to confirm the accuracy or completeness of the information or explanations provided by you.
We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the 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 are first published after the date on which the advice is given.
Where specialist advice is required on occasions we may need to seek this from or refer you to appropriate specialists.
Internal disputes within a client
If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, it should be noted that our client is the business and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information as established by previous working practice and arrangements.
If conflicting advice, information or instructions are received from different persons in connection with the client we will refer the matter back to the board of directors, trustees, partnership or the client themselves and take no further action until they have agreed the action to be taken.
Retention of papers
You have a legal responsibility to retain documents and records relevant to your affairs. During the course of our work we may collect information from you and others relevant to your affairs. We will return any original documents to you if requested.
Documents and records relevant to your affairs are required by law to be retained as follows:
1. Individuals, partnerships and limited liability partnerships with trading or rental income 5 years and 10 months after the end of the tax year; and in all other cases 22 months after the end of the tax year
2. For companies which may include limited liability partnerships 6 years from the end of the accounting period
We draw your attention to the terms and conditions concerning the collection, retention and management of documentation submitted to us.
Destruction of records and digital copies
We hold your records in digital form. Any paper based records supplied to us will be destroyed and recycled within 90 days of our completing our processes. If you wish you may request that we return your paper based records, we refer you to the document return optional service.
If you require a copy of any digital document you may obtain this freely from your online account with us. Your Personal Manager can assist where necessary.
On termination of your service your digital documents may be extracted entirely. Your account will remain open for 90 days following the termination of your account to enable you to extract your records. Your Personal Manager will remain available to you free of charge during this 90 day period to assist you with extracting your records and data.
Changes in legislation and regulations
The advice that we give is based upon our understanding of the law and regulations that apply at the time our advice is given. Interpretation of the law and relevant regulations is often modified by precedence decided in the various courts and tribunals that exist and may be modified at any time.
As a result we will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the 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 are first published after the date on which advice is given.
We will not accept liability for losses arising from one client acting upon advice that has been given to another client without seeking direct and independent advice from ourselves.
Our liability to you
We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default.
I Exclusion of liability for loss caused by others
We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are due to the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are due to a failure to act on our advice or a failure to provide us with relevant information when requested by us.
II Exclusion of liability in relation to circumstances beyond our control
We will not be liable to you for any delay or failure to perform our obligations under this engagement letter if the delay or failure is caused by circumstances outside our reasonable control.
III Exclusion of liability relating to the discovery of fraud etc
We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers.
This exclusion with not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry.
IV Indemnity for unauthorised disclosure
You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.
V Limitation of aggregate liability
Our total financial liability to you with is limited to a maximum of £100,000.
In agreeing to these terms you will be agreeing to this limitation and you should consider the fairness of this limit before doing so and where appropriate seek formal legal advice on the extent of this limitation of liability. By signing the engagement letter you agree that you have given proper consideration to this limit and accept that it is reasonable in all the circumstances. If you do not wish to accept it you should contact us to discuss it before signing the engagement letter.
No liability is accepted in respect of consequential losses arising from events that either party may have reasonably contemplated as likely to arise from time to time prior to the inception of these terms or their replacement.
Xebox carries professional indemnity insurance. If you feel that you are entitled to make a claim against Xebox you should notify us of the grounds for making any claim as soon as possible.
Service Level Undertaking
Although our service is predominantly online we are firmly committed to providing a measurable level of personal service.
Xebox undertakes that if it is accepted by a fair review of the circumstances and following a period of formal complaint review, that, in any one month, more than one of the following service levels is not met in any specific month, Xebox will refund the subscription paid in respect of that month only. Such undertaking to you is dependent upon you always having met your obligations to us.
Subject to your meeting your obligations to us:
1. Your documents will be processed within 7 normal working days of receipt
2. Your online accounts will be updated within 10 normal working days
3. Your VAT Return will be available within 10 normal working days and filed online the day after we receive your approval
4. Your Payroll will be processed one working day after we receive your pay details
5. Your PAYE End of Year Returns will be published for your approval within 21 days of the fiscal year end and filed online the next working day after your approval
6. Technical and Support Tickets or Emails, or messages by telephone or live chat received from you by 1500 hours on any normal working day will be answered the same day.
7. All our accounting work will be carried out “in house” within the UK by suitably qualified people. We do not make such undertakings as regards third party providers
8. All enquiries received from your independent Accountant will be dealt with openly, honestly and within two working days of the day of receipt from them
9. Complaints including refund claims under this Guarantee will be handled at the highest level appropriate to the seriousness of the complaint and will be handled openly and honestly by us.
Limitation of Third Party rights
The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in an engagement letter that a specified third party may rely on our work.
We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them.
A party to this agreement is the only person who has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
Reliance on advice
We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.
The terms and conditions of business which comprise the Specific Terms and our General Terms of business are governed by, and should be construed in accordance with English law. Each party agrees that the courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning the Terms of Business and any matter arising from it. Each party irrevocably waives any right to object to any action being brought in those Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.
Variations to General Terms
Any variation to the General Terms will be published on our web site. You may request a written copy of the General Terms at any time. Xebox at its sole discretion reserves the right to vary the General Terms at any. We will always endeavour to supply clients with updated General Terms; however we do not undertake to do so individually. You will be required to accept the current general terms whenever you make use of the Xebox web portal, or other online service provided by us.
Any waiver of these terms is binding in honour only unless made in writing; signed by a director and expressly stating an intention to vary these terms.
Unless otherwise agreed these terms of business apply to any work you instruct us to do. Your continuing instructions will amount to your deemed acceptance of these terms of business. Even so, we ask you please to sign and date a copy of the Specific Terms to which these General Terms is attached. We can then be confident that you understand the basis on which we will act for you.
If any of these terms is unenforceable as drafted; it will not affect the enforceability of any other of these terms; and if it would be enforceable if reasonably amended, it will be treated as so amended. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.
For the avoidance of doubt your agreement to Specific Terms or acceptance of services in the absence of Specific Terms also confirms without limit your agreement to these General Terms.