Fairfax Tax and Accounts Limited provides tax and accountancy support and advise services to businesses and individuals (“Services”), the Client will be deemed to have read, understood and agreed to these Terms and Conditions (“Terms”).

For the purposes of these Terms, the Client shall be the individual or business taking out the Services.

A Contract between the Client and Fairfax Tax and Accounts Limited will only exist once acceptance of outsourced works have been approved and accepted by Fairfax Tax and Accounts Limited in writing.

Background

Fairfax Tax and Accounts Limited provides tax and accountancy support and advice services for business and individuals in a business capacity. The Service provides a portal in which the Client can input information resulting in a report collating the information they require.

AGREED TERMS

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions:

Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.

Business Day: a day other than a Saturday, Sunday or public holiday in the United Kingdom when banks are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Confidential Information: has the meaning given in clause 11

Day: a period of 24 consecutive hours ending at 12.00 midnight

Force Majeure Event: has the meaning given in clause 10.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Month: a calendar month.

Service: services provided by Fairfax Tax and Accounts Limited to Clients

VAT: value added tax chargeable under the Value Added Tax Act 1994.

Week: any period of seven consecutive Days.

Year: any period of 12 consecutive Months

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

1.3 A reference to a Client shall include any Client, corporation or other body corporate, wherever and however incorporated or established.

1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.6 A reference to any party shall include that party’s personal representatives, successors and permitted assigns.

1.7 A reference to writing or written includes e-mail.

1.8 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.9 References to clauses and Schedules are to the clauses and Schedules of these Terms.

1.10 Where any statement is qualified by the expression so far as Client is aware or to Client’s knowledge (or any similar expression), that statement shall be deemed to include an additional statement that it has been made after due and careful enquiry.

1.11 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Commencement and Term

2.1 These Terms shall be valid from the time that the Client either consults Fairfax Tax and Accounts Limited for advice or instructs Fairfax Tax and Accounts Limited to carry out other Services.

2.2 The term of agreement between the Client and Fairfax Tax and Accounts Limited shall last for as long as the Client requires the Services or until terminated as set out in clause 12.

3. Supply of services

3.1 Fairfax Tax and Accounts Limited shall supply the Services to the Client in accordance to the terms and conditions set out between Fairfax Tax and Accounts Limited and the Client.

3.2 Fairfax Tax and Accounts Limited shall provide Services as requested by Client to the Client on time basis mutually agreed between the parties.

3.3 Fairfax Tax and Accounts Limited shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Fairfax Tax and Accounts Limited shall notify the Client in any such event.

3.4 Fairfax Tax and Accounts Limited and the Client warrant that the Services will be provided using reasonable care and skill.

4. Obligations of Fairfax Tax and Accounts Limited

4.1 Fairfax Tax and Accounts Limited shall ensure that a contact is available to the Client during Working Hours on Business Days which Fairfax Tax and Accounts Limited is contracted to provide the Service to the Client.

4.2 In the event that a contact is unavailable, Fairfax Tax and Accounts Limited shall ensure that any issues are resolved as soon as practically possible.

4.3 Fairfax Tax and Accounts Limited provides tax and accountancy advice as well as providing a portal to help the Client collate accountancy information. Fairfax Tax and Accounts Limited cannot guarantee the accuracy of such information and accepts no liability for the accuracy of the information the Client provides.

5. Obligations of the Client

5.1 The Client shall provide accurate and truthful information in order to achieve the desired information from Fairfax Tax and Accounts Limited’s Services.

5.2 The Client shall ensure that any and all relevant information and documentation required to carry out the Service is provided to Fairfax Tax and Accounts Limited in order for the Service to commence.

5.3 The Client understands and agrees that in the event that information and/or documentation is not provided in full, the Service may be compromised.

5.4 The Client shall be responsible for advising Fairfax Tax and Accounts Limited in full, with details of their exact requirements and expectations of the Service.

5.5 The Client understands that Fairfax Tax and Accounts Limited do not provide any kind of insurance for the Service or for any third party and that Fairfax Tax and Accounts Limited are an advisory agent and that they do not hold any responsibility or liability to the Client.

5.6 In the event that the Client is dissatisfied with the Service, the Client understands that all complaints and suggested remedy should be directed to Fairfax Tax and Accounts Limited.

6. Costs of SERVICE

6.1 Fairfax Tax and Accounts Limited shall deduct 18.75% of all successful refund claims as a fee for Services.

6.2 Each Service shall be treated as a separate contract regardless of whether the Client is the same.

6.3 The Fee for the Service shall be payable by invoice to Fairfax Tax and Accounts Limited or by any other method preferred by Fairfax Tax and Accounts Limited and advised to the Client in reasonable time. See clause 9.

7. Indemnity

7.1 The Client shall indemnify Fairfax Tax and Accounts Limited against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Client arising out of or in connection with:

(a) the Client’s breach or negligent performance or non-performance of these Terms

(b) the enforcement of these Terms

(c) any claim made against the Client by a third party arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of these Terms by Fairfax Tax and Accounts Limited, its employees, agents or subcontractors;

7.2 Nothing in this clause shall restrict or limit Fairfax Tax and Accounts Limited’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

7.3 The Client understands that Fairfax Tax and Accounts Limited is an agent and that they do not have any control over the Client or the Client’s requested Service.

7.4 Fairfax Tax and Accounts Limited is in no way related to, responsible for or linked to the Client’s business in any way other than the provider of a Service.

7.5 The Client also understands that Fairfax Tax and Accounts Limited cannot be held responsible for any information not provided by the Client.

8. Non Solicitation

8.1 During the term of these Terms and for a period of 1 year after the Client has used the Service with Fairfax Tax and Accounts Limited, the Client shall not directly or indirectly;

(a) solicit the business or patronage of Fairfax Tax and Accounts Limited for any person or entity

(b) divert, entice or otherwise take away from Fairfax Tax and Accounts Limited, the business or patronage of Fairfax Tax and Accounts Limited

(c) solicit or induce any party to terminate or reduce its relationship with Fairfax Tax and Accounts Limited

(d) directly or indirectly cause any employee or consultant of Fairfax Tax and Accounts Limited to terminate their relationship with Fairfax Tax and Accounts Limited

9. Fees and Payment

9.1 The Client shall agree with Fairfax Tax and Accounts Limited how invoices shall be paid and Fairfax Tax and Accounts Limited shall provide the Client with their preferred payment method.

9.2 Fairfax Tax and Accounts Limited reserves the right to adjust their payment terms from time to time providing notice to the Client.

9.3 Fairfax Tax and Accounts Limited are not responsible for any local vat, taxes or other local expenses that the Client is bound by and shall not be deemed to be liable to pay for these.

9.4 Fairfax Tax and Accounts Limited shall invoice the Client directly.

9.5 The Client shall pay the invoice to Fairfax Tax and Accounts Limited and shall not under any circumstances pay any invoice to any party other than Fairfax Tax and Accounts Limited in relation to the Services.

9.6 Time is of the essence with all payments in relation to these Terms and the Client agrees that there shall be no exception for any amounts to be withheld or set off and that any refunds or moneys owed to the Client from either Fairfax Tax and Accounts Limited or the party providing the Service shall be dealt with as a separate matter.

9.7 All payments made to Fairfax Tax and Accounts Limited shall be in GBP Stirling.

9.8 Late payments shall be subject to interest charges at the rate of 8% above the base rate of Barclays Bank PLC.

10. Force majeure

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed

11. Confidentiality

11.1 Each party undertakes that it shall not at any time, and for a period of five years after ceasing the relationship, disclose to any person any confidential information concerning the business, affairs, parties, clients or companies of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 11.2

11.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 11; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations.

12. Termination

12.1 Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(b) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a Client) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a Client) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a Client);

(f) the holder of a qualifying floating charge over the assets of that other party (being a Client) has become entitled to appoint or has appointed an administrative receiver;

(g) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(h) the other party (being an individual) is the subject of a bankruptcy petition or order;

(i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

(j) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

12.2 For the purposes of clause 12.1(b), material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from:

(a) a substantial portion of these Terms; or

(b) any of the obligations set out in these Terms,

In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

12.3 In the event that the Client cancels a booking, no payment shall be taken unless the cancellation has been made after a booking has been confirmed by the Client.

13. Consequences of termination

Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Terms shall remain in full force and effect.

13.1 Termination or expiry of these Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination or expiry.

14. Announcements

The Client shall not make, or permit any person to make, any public announcement concerning these Terms without the prior written consent of Fairfax Tax and Accounts Limited, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

15. Entire agreement

15.1 These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

16. Conflict

If there is an inconsistency between any of the provisions in the main body of these Terms, the provisions in the main body of these Terms shall prevail.

17. Variation

No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18. Waiver

No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19. Rights and remedies

Except as expressly provided in these Terms, the rights and remedies provided are in addition to, and not exclusive of, any rights or remedies provided by law.

20. Severance

20.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

20.2 If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. Language

21.1 These Terms are drafted in the English language. If these Terms are translated into any other language, the English language version shall prevail.

22. Time of the essence

22.1 Time is of the essence for any obligation in this agreement.

23. Notices

23.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a Client) or its principal place of business (in any other case);

23.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

(c) if sent by fax, at 9.00 am on the next Business Day after transmission.

23.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall not include e-mail.

24. Counterparts

24.1 These Terms may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

24.2 No counterpart shall be effective until each party has executed and delivered at least one counterpart.

25. Third party rights

25.1 No one other than a party to these Terms their successors and permitted assignees, shall have any right to enforce any of its terms.

26. Governing law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

27. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).