Forma Terms & Conditions

You can read our Terms & Conditions for accounting support and services below with a sample of what you'll receive with your letter of engagement at sign up.

When you sign up to Forma you will automatically receive a copy of these terms which you agree to as part of the sign up process.

Service Agreement

This Service Agreement (‘SA’) identifies the Contracted Services Forma agree to provide to the Company. Together with the Terms and Conditions (‘T&C’s’) they form the entire agreement between us (‘Terms’).

1. Dates , Fees and Payment

The SA starts from the date of acceptance (‘Accepted Date’) and will continue on a monthly basis until cancelled, suspended or terminated in accordance with the Terms.

Fees for Contracted Services are £__ plus VAT per month. Unless otherwise agreed the fees are payable by direct debit on the first working day of each calendar month commencing either in the same month as the Accepted Date, or on the first working day of the following month.

Fees may be revised from time to time; you will be notified of any revisions at least three months in advance.

2. Contracted Services

Under the terms of the SA we will:

Accountancy Work

Complete all accounting tasks and respond to queries you may have in order to produce and review monthly management accounts.

FreeAgent

Provide secure access to FreeAgent for you to electronically submit accounting details, tax data, and information in connection with the Company, its Directors, employees and shareholders.

VAT Returns

Calculate quarterly VAT Returns based upon data provided by you via FreeAgent. Draft returns will be presented for your review and approval before submission to HMRC as your agent.

Notify you of the net VAT amount payable and due date, or VAT amount repayable, via FreeAgent.

Salary & Statutory Filing

Produce your UK payroll, calculating PAYE and NI deductions, Employers NI liabilities, SSP, SMP, other statutory/non-statutory payments or deductions and displaying details to you via FreeAgent.


Prepare monthly and end of year RTI submissions to HMRC as your agent.

Complete P11D form based upon the data submitted to FreeAgent and online submission to HMRC as your agent.

Annual Financial Statements

Prepare annual accounts, based upon data submitted to FreeAgent, for your approval and subsequent online submission to HMRC and Companies House as your agent.

Corporation Tax Return

Prepare your Corporation Tax Return (CT600). Drafts will be shared with you for review and approval prior to online submission to HMRC.

Present the Corporation Tax payable and due date via FreeAgent and advise you of tax liabilities associated with loans to directors or shareholders and due dates of tax payments.

Companies House Filing Submissions

Prepare the Confirmation Statement required by Companies House for your approval. Draft returns will be presented for your review and approval prior to online submission and payment of the annual filing fee, as your agent.

Compile for your approval and subsequent online submission on your behalf, changes in registered office, particulars of any Person of Significant Control, directors, the appointment and termination of directors and changes in your accounting reference date. Assist with new ordinary share issues and share transfers between shareholders. No other statutory matters are included.

IR35

Assistance and advice in connection with your risk and status decision relating to IR35 legislation.

Self-Assessment Tax Return

Preparation and submission of Self-Assessment Tax Returns in accordance to your package.

General Advice

Unlimited access by phone, email and text messaging to a dedicated personal accountant, during normal working hours, for advice in connection with the Company’s accounting matters. Specific tax planning services are excluded.

Assistance in dealing with tax correspondence or enquiries raised by HMRC and relating to financial statements, returns or submissions that have been submitted by Forma.

References

Verify business or personal income for mortgage application or residential property tenancy agreement based upon the information submitted to FreeAgent for any director, employee or shareholder of the company.

Other references are excluded and would be subject to a separate fee.

3. Director’s Responsibilities

Please refer to government advice (below) regarding your legal responsibilities as a company director and to the specific terms concerning our limitation of liability.

https://www.gov.uk/guidance/being-a-company-director

Acceptance by Company

I confirm that I have read and understood these terms and hereby accept them:

Agreed, for and on behalf of Forma, by an authorised signatory of the company, effective from the date given below:

Name: _____________________

Signed At: ______ from IP address: _____________

Position: ______________

Company: ______________

Date: _______________

Terms and Conditions

Our Terms and Conditions (‘T&Cs’) should be read alongside the Services Agreement (‘SA’) and together they form the entire agreement between us. (‘Terms’)

A) Forma

1.1. Unless you are notified in writing all services are provided by Forma which is the trading name of Ember Nine Limited, registered in England and Wales under registered number 11871779 and registered at The Finsbury Business Centre, 40 Bowling Green Lane, London, United Kingdom, EC1R 0NE (‘Forma’), (‘We’), (‘Our’) or (‘Us’).

1.2. Forma trades as ‘Forma’, ‘Forma Accounting’ or any other trading name that may be used by Us.

1.3. No director, consultant or employee of Forma will have any personal liability for work carried-out in contract, tort or negligence.

B) Our Responsibilities

1.1. Our responsibilities are to provide the professional services specified within the SA and to continue to do so until completed, cancelled, suspended or terminated by either of Us in accordance with these Terms.

1.2. We will observe ethical guidelines and professional standards and provide Our Services with reasonable care.

1.3. In the unlikely event that We identify material errors or omissions We do not undertake to do so nor should you rely upon Us to do so.

C) Your Responsibilities

1.1. Company Officers have legal, fiduciary and moral responsibilities to the Company for which they are appointed, its shareholders, employees and other stakeholders. Please refer to https://www.gov.uk/guidance/being-a-company-director

1.2. Under these Terms you accept responsibilities to Us as follows:

1.2.1. You are responsible for the completeness, accuracy and timely submission of accounting information and explanatory notes to Us.

1.2.2. You maintain that transactions are valid, acceptable and properly evidenced. You will advise Us of any expense incurred by the business that is not wholly and exclusively for its purpose.

1.2.3. You will submit information in an orderly and secure way.

1.2.4. You understand and accept that the information you provide to Us will inform the preparation and submission of financial statements and calculations of your tax liabilities.

1.2.5. The legal responsibility for any report, return or submission lies with the Company and at all times the payment of all taxation liabilities, penalties, or charges that may arise following submission.

1.2.6. You are responsible for providing Us with details of all changes that affect the Company and any associated individual.

1.2.7. As your HMRC agent we should receive all correspondence from HMRC and Companies House on your behalf, but it is your responsibility to provide this to Us within 10 days of you receiving it.

1.2.8. You will fully indemnify Us against any misrepresentation supplied to Us verbally or in writing in connection with these Terms and you agree not to make any claim in connection with services provided against any director, consultant or employee of Forma.

D) Our Mutual Responsibilities

1.1. Fees

1.1.1. Fees are set out according to the specific Services Agreement between Us and will be addressed and payable by the party accepting them.

1.1.2. Our Fees and disbursements will normally be invoiced at the start of each calendar month and are due for collection by debit or credit card via ChargeBee.

1.2. Registered and Service Office Address

1.2.1. The provision of a Registered Office address for a client Company and a Service Address for any director of a client Company is included only for the duration of any SA.

1.2.2. On termination of the SA We are entitled to raise a charge of £25 plus VAT per month if you wish to continue using the provided Registered Office or Service Address.

1.3. Value Added Tax (‘VAT’)

1.3.1. VAT will be applied at the relevant rate on the invoice date for all SAs.

1.4. Payment Terms

1.4.1. Other than specified in the SA, if ChargeBee payment is not automatically taken, Our invoices must be paid in full within 14 days.

1.4.2. If payment is not made within this agreed period We reserve the right to suspend work or to decline to act any further and the full amount of the work done to that date will be charged to you.

1.4.3. We reserve the right to keep possession of all documents and records relating to all engagements for you until all outstanding fees and disbursements are paid in full.

1.5. Termination and Suspension

1.5.1. The SA is provided on the basis of a continuous supply commencing from the start of the calendar month in which Our appointment commences. Services are continually renewed on the basis set out in these T&Cs unless cancelled by you, suspended by Us or terminated by either party.

1.5.2 If you wish to terminate a SA with Us you must issue a Notice of Termination (‘Notice’). Notice must be given to Us in writing and sent to Us at Our registered office or to info@goforma.com.

1.5.3. If We wish to terminate a SA, Notice will be given by Us in writing and sent to the limited company at its registered office or a person at their last known home address.

1.5.4. We require a notice period from you ending no earlier than the end of the calendar month following the month in which Notice is received (the ‘Termination Period’).

1.5.5. We may terminate any SA with immediate effect:

1.5.5.1. where you are in breach of these T&Cs or the SA, or;

1.5.5.2. where to continue acting for you would be in breach of any ethical standards or regulations;

1.5.5.3. where no contact has been received from you for a period of 6 months or;

1.5.5.4. as otherwise determined at Our sole discretion.

1.6. We reserve the right to temporarily suspend the provision of all services under any SA where

1.6.1. any amounts are due and remain unpaid after the due date, or;

1.6.2. you fail to meet your obligations under this agreement for a continuous period of 3 months or;

1.6.3. We become aware of unresolved circumstances that suggest We may be in breach of any ethical standards or regulations if We were to continue to provide services

1.6.4. Temporary suspension of any SA may affect all services offered to you, including access to FreeAgent.

1.6.5. Where provision of Our services is suspended no liability is accepted for consequential losses, late filing penalties, interest or other charges for any part of the service delayed by the suspension.

1.6.6. During the period of suspension you remain liable for the fees accruing during the suspension period unless the SA is subsequently terminated.

1.6.7. We intend to exercise these rights only where it is fair and reasonable to do so.

1.7. Refunds Policy

1.7.1. Refunds will only be made on cancellation of the SA in accordance with these T&Cs or, in the event of termination, where we have received a further payment after the end of the Termination Period, or in the event that we are made aware of any payment received by Us in error.

1.7.2. We reserve the right to offset any refund due against amounts receivable by Us

E) Copyright and Intellectual Property

1.1. We shall retain ownership of the copyright and all other intellectual property rights in the product of the professional services. You shall acquire ownership of any product of the professional services on payment of Our fees until the date of termination.

1.2. We retain ownership of all copyright and other intellectual property rights in any document, process, electronic system (including Our website, FreeAgent, software applications, files, and spreadsheets) which may be made available for your use, for the duration of Our agreement.

F) Confidentiality

1.1. During the course of Our agreement, Forma may acquire information concerning your business or affairs in the course of delivering the professional services (‘Confidential Information’), We shall comply with the confidentiality standards of the SA and We shall adhere to the confidentiality restrictions imposed on Us by law.

1.2. These T&Cs shall not prohibit Our disclosure of Confidential Information where We wish to disclose it to Our professional indemnity insurers or advisers, in which event We may do so in confidence only.

G) Conflicts of Interest and Independence

1.1. We reserve the right during Our agreement with you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours. We confirm that We will notify you immediately should We become aware of any conflict of interest involving Us and affecting you.

H) Client Monies

1.1. Forma does not hold monies on behalf of clients.

I) Electronic Communications

1.1. Internet communications are capable of data corruption and there is also a risk of non-delivery or non-receipt, delayed delivery or delayed receipt, or interception by third parties. We do not accept any responsibility for changes or delays made to such communications after they have been sent.

1.2. Forma does not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are at your risk.

J) Cyber Risk

1.1. Forma uses virus-scanning software to reduce the risk of viruses and other infections being transmitted via email or other 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 that are corrupted or altered after sending. It is the responsibility of the recipient to carry out a virus check on any attachments received.

K) Data Protection

1.1. In this clause 11, the following definitions shall apply:

‘Client Personal Data’ means any personal data provided to Us by you, or on your behalf, for the purpose of providing the Contracted Services to you, pursuant to the SA with you;

‘Data Protection Legislation’ means all applicable privacy and data protection legislation and regulations including PECR, the GDPR and any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time;

‘Controller’, ‘Data Subject’, ‘Personal Data’, and ‘Process’ shall have the meanings given to them in the Data Protection

Legislation; ‘GDPR’ means the General Data Protection Regulation; and ‘PECR’ means the Privacy and Electronic Communications (EC Directive).

1.2. We shall each be considered an independent Data Controller in relation to the Client Personal Data. Each of Us will comply with all requirements and obligations applicable to Us under the Data Protection Legislation in respect of the Client Personal Data.

1.3. You shall only disclose Client Personal Data to Us where:

1.3.1. You have provided the necessary information to the relevant Data Subjects regarding its use;

1.3.2. You have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant Data Subject’s consent; and

1.3.3. You have complied with the necessary requirements under the Data Protection Legislation to enable you to do so.

1.4. Should you require any further details regarding Our treatment of Personal Data, please contact Us by emailing info@goforma.com

1.5. We shall only process the Client Personal Data:

1.5.1. In order to provide the Contracted Services to you and perform any other obligations in accordance with the SA with you;

1.5.2. In order to comply with Our legal or regulatory obligations; and

1.5.3. Where it is necessary for the purposes of Our legitimate interests and those interests are not overridden by the Data Subjects’ own privacy rights. Our Privacy Policy contains further details as to how We may process Client Personal Data.

1.6. We may disclose the Client Personal Data to other third parties in the context of a possible sale, merger, restructuring or financing of or investment in Our business. In this event We will take appropriate measures to ensure that the security of the Client Personal Data continues to be ensured in accordance with Data Protection Legislation. If a change happens to Our business, then the new owners may use Our Client Personal Data in the same way as set out in these T&Cs.

1.7. We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the Client Personal Data and against accidental loss or destruction of, or damage to, the Client Personal Data.

1.8. In respect of the Client Personal Data, provided that We are legally permitted to do so, We shall promptly notify you in the event that:

1.8.1. We receive a request, complaint or any adverse correspondence from or on behalf of a relevant Data Subject, to exercise their Data Subject rights under the Data Protection Legislation or in respect of Our processing of their Personal Data;

1.8.2. We are served with an information, enforcement or assessment notice (or any similar notices), or receive any other material communication in respect of Our processing of the Client Personal Data from a supervisory authority as defined in the Data Protection Legislation (for example in the UK, the Information Commissioner’s Officer); or1.8.3. We reasonably believe that there has been any incident which resulted in the accidental or unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of, the Client Personal Data.

1.9. Upon the reasonable request of the other, We shall each cooperate with the other and take such reasonable commercial steps or provide such information as is necessary to enable each of Us to comply with the Data Protection Legislation in respect of the Contracted Services provided to you in accordance with Our SA with you in relation to those services.

L) Credit Card Information & Bank Account Transactions

1.1. Forma does not store any credit card information you provide to make payments on your account.

1.2. ChargeBee collect payments via card transaction

M) Retention of Records and File Destruction

1.1. During the course of the agreement We will collect information from you and others acting on your behalf. Whilst certain documents may legally belong to you, unless these are collected beforehand, We intend to destroy correspondence and other papers that We store that are more than seven years old, other than documents which it is believed may be of continuing significance.

1.2. We may choose to hold documents in electronic format and consequently may destroy original papers at an earlier date. You are responsible for informing Us should you wish original documents that have been stored electronically to be returned to you rather than be destroyed. We reserve the right, following termination of Our service, to charge for document retrieval held by Us in Our, or a third party archive service provider.

1.3. You have a legal responsibility to retain documents and records used in the production of your accounts and relevant to your tax.

N) Force Majeure

1.1. Forma shall not be in breach of these Terms nor liable for any failure or delay in performance of any obligations under these Terms (and the time for performance of the obligations shall be extended accordingly) arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (‘Force Majeure Event’), including but not limited to any of the following:

1.1.1. Acts of God, flood, earthquake, windstorm or other natural disaster;

1.1.2. epidemic or pandemic;

1.1.3. war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;

1.1.4. terrorist attack, civil war, civil commotion or riots;

1.1.5. nuclear, chemical or biological contamination or sonic boom;

1.1.6. any law or government order, rule, regulation or direction, or any action taken by a government or public authority, including but not limited to imposing an embargo, export or import restriction, quota or other restriction or prohibition, or failing to grant a necessary licence or consent;

1.1.7. fire, explosion (other than in each case one caused by a breach of contract by, or assistance of, the party seeking to rely on this clause or companies in the same group as such party) or accidental damage;

1.1.8. interruption or failure of utility service, including but not limited to electric power, gas or water;

1.1.9. any labour dispute, including but not limited to strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as such party);

1.2. Should Forma be subject to a Force Majeure Event We shall not be in breach of these Terms provided that:

1.2.1. We notify you in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance; and

1.2.2. We have used all reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out Our obligations under these Terms in any way that is reasonably practicable and to resume the performance of Ourobligations as soon as reasonably possible.

1.3. If the Force Majeure Event prevails for a continuous period of more than three months, either party may terminate this agreement by giving 30 (thirty) days’ written notice to the other party. Such termination shall be without prejudice to the rights of Forma occurring prior to such termination.

O) Limitation of Liability

1.1. Forma shall provide its professional services outlined in these Terms with reasonable care and skill. We carry professional indemnity insurance to provide cover for any negligence on Our part and the part of Our directors and staff. We do not seek to avoid the consequences of any errors on the part of Forma, but We do wish to limit Our liability to the sum of £25,000. We consider this to be an appropriate and reasonable level of limitation for this engagement and by accepting these Terms you hereby signify that you understand and accept this limitation on Our liability to you.

1.2. The maximum total liability referred to above includes all and any claims in respect of breaches of contract, negligence or other legal liability in the supply of the professional services, save that it is agreed that, any liability for loss in excess of that directly and naturally resulting from such a breach is excluded; the maximum total liability referred to above shall also include all and any claims for interest and costs.

1.3. Notwithstanding the above, Forma shall not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities arising from the supply by you or others of incorrect or incomplete information, or your or others’ failure to supply any appropriate information or your failure to act on Our advice or respond promptly to communications from Us or the tax authorities.

1.4. We will not be liable to you for losses, interest, fines, surcharges, additional taxation or penalties which may be sought or otherwise assessed on you, in any of the following circumstances:

1.4.1. in relation to the discovery of fraud, where information material to the SA with Us and information provided to Us, is deliberately or negligently withheld, misrepresented, or concealed. This exclusion applies equally to officers, employees and advisors to the party concerned. To the extent that in the performance of Our agreed work under the SA, and using reasonable skill and care, the omissions or misrepresentations did or should have, come to Our attention without making further enquiry, then this exclusion of liability will not apply;

1.4.2. loss caused by others. We will not be liable to you due to acts or failure to act of any other person, or where incomplete, misleading or false information is provided to Us, or where advice We provide is not acted upon.

1.5. You agree to hold harmless and indemnify Us, Our directors and employees:

1.5.1. against any misrepresentation (intentional or unintentional) supplied to Us orally or in writing in connection with these Terms;

1.5.2. arising from any unauthorised disclosure by you, or your employees, agents or associates of Our advice or opinions.

1.6. We will from time to time be asked for Our assessment of the degree of risk that the intermediaries’ legislation being imposed or applied to your circumstances poses. Our view may not be the same as that formed by HMRC and you must regard it as only Our interpretation. You accept that the ultimate responsibility for any tax liabilities (plus any interest and penalties) remain solely with you at all times.

1.7. Forma have professional indemnity insurance with XL Catlin Insurance Company UK Limited. The territorial coverage of our policy is worldwide (excluding USA and Canada, but including the whole of the United Kingdom and Ireland).

P) Third Parties

1.1. If any payment is made by you to a third party, under these Terms you shall not seek recovery of that payment from Us at any time.

1.2. If you breach any of your obligations under these Terms and there is any claim made or threatened against Us by a third party, you shall compensate Us and reimburse Us for and protect Us against any loss, damage, expense or liability incurred by Us which results from or arises from or is connected with any such breach and any such claim.

Q) Commission, Introducer Fees and Other Services

1.1. In some circumstances, commissions or other benefits may become payable to Us or to one of Our associates in respect of introductions or transactions that have been arranged. You hereby consent to such commissions or other benefits being retained by Us or, as the case may be, by Our associates, without Our, or their, being liable to account to you for any such amounts. 

R) Severance

1.1. If any term in or part of these Terms shall, in whole or in part be held to any extent to be unenforceable for any reason, then that term (or part of it) shall to that extent be deemed not to form part of the Terms.

1.2. The enforceability of the remainder of the Terms shall not be affected by the unenforceability of that term or part.

S) Governing Law and Jurisdiction

1.1. These Terms shall be governed by and construed in accordance with English Law.

1.2. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning these Terms and any matter arising from them.

1.3. Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.

T) Parties’ Confirmation of Agreement of Terms

1.1. Once accepted, by acknowledging your agreement to the SA, the Terms shall remain in effect until Contracted Services are completed or the Terms are cancelled or terminated or superseded in writing.

1.2. Where it proves necessary to amend these T&Cs, or any SA or together the Terms for any reason We shall advise you by email, or they will be presented for agreement via FreeAgent, or We may send or email a revised copy incorporating such changes and such revised T&Cs, SA or together the Terms, shall be as effective until Contracted Services are completed or the Terms are cancelled, terminated or further amended.



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