Terms & Conditions - Boox Limited Company Contractor Service
Last updated - August 2017
These terms may be updated from time to time. By signing up to the service you agree to review our Terms of Service regularly. Your continued access to, or use of the Boox Service, will mean that you agree to the changes. In addition, you will be notified in advance of any significant changes to our Terms of Service.
1 Limited Company Contractor Service
1.1 Our Limited Company Contractor Service includes:
- Access to our online accounting software
- Reconciliation of accounting records
- Payroll services (up to two people)
- VAT services*
- Preparation and submission of statutory financial statements
- Corporate taxation services
- Company secretarial services
- Registered office and Director's service office*
- CIS services*
*Additional fees apply
1.2 Preparation and maintenance of accounting records
1.2.1 Your responsibilities – using the online accounting software
- Preparing and sending sales invoices to your customers, and marking them as authorised.
- Recording all company expenses incurred (personally and through the business).
- If you are banking with one of our banking partners, provide us with permission to obtain the bank transactions directly from your bank, or provide your bank statements, at least quarterly, in excel/csv format.
- If you are not banking with one of our banking partners, provide your bank statements, at least quarterly, in excel/csv format.
- Marking your salary and dividends as paid and making transfers from your company bank account to your personal bank account in accordance with the instructions of the software or recording any changes you have made.
- It is your responsibility for the accuracy and completeness of the data entered into the accounting software, and we are reliant on you entering this in a timely manner. We are under no obligation to specifically identify missing or incomplete information.
1.2.2 Your responsibilities – as a company director
- You are responsible for ensuring that, to the best of your knowledge and belief, financial information, whether used by the business or for the accounting records, is accurate and complete.
- You are also responsible for ensuring that the activities of the business are conducted honestly for safeguarding the assets of the business and for taking reasonable steps to prevent and detect fraud and other irregularities.
- You are responsible for ensuring that the business complies with the laws and regulations that apply to its activities, and for preventing non-compliance and for detecting any that occurs.
- You are responsible for retaining the records of payments and receipts relating to your company for 7 years as required by HMRC.
1.2.3 Our responsibilities
We have agreed to carry out the following accounting, and other services, on your behalf:
- Reconciling the accounting records of the company;
- Performing salary calculation recommendations;
- Reconciling the balances with the bank statements; and
- Completing the postings to the trial balance.
If you have used another agent to do your previous annual accounts we will contact them to obtain your historical data. Your online Boox account will not be a true reflection of your company’s current financial status until we have this information.
Boox will act as your accountant for the financial year in which you start with Boox. Any previous years accounts must be completed and filed by your previous agent. Should you require Boox to complete this service, additional fees will be agreed in advance.
1.3 Payroll services
1.3.1 Your responsibilities
- Marking your salary as paid on the online accounting software.
- Providing Boox with any correspondence from HMRC relating to payroll, on a timely basis.
- Appointing Boox as your payroll agent using a form 64-8.
- You are legally responsible for ensuring the data in your RTI payroll submissions is correct and made on time. Failure to do this may lead to automatic penalties, surcharges and/or interest from HMRC. Employers cannot delegate this legal responsibility to others.
1.3.2 Our responsibilities
- We will register PAYE schemes for new companies.
- We will prepare your UK payroll for each month to meet UK employment tax requirements, specifically calculating the pay as you earn (PAYE) deductions; calculating the employees’ National Insurance Contributions (NIC) deductions; calculating the employer’s NIC liabilities; and calculating any other statutory payments or deductions.*
- We will act as your agent for online PAYE with HMRC and submit information online to HMRC under RTI.
- We will prepare, and send to you, a report showing your PAYE and NIC liability before the time of payment through the payroll or due date.
- At the end of the payroll year, we will prepare and submit employer annual declarations to HMRC.
- Prepare and send to you, by the statutory due date, Form P60 for each employee on the payroll at the year end, and form P11D where relevant.
- We will deal with any online secure messages sent to us by HMRC in respect of your payroll, and any routine correspondence.
- Non-routine investigations and enquiries are not covered by the Limited Company Contractor Service.
*Additional charges will apply for different payroll periods.
1.4 VAT services (if subscribed to the service)
1.4.1 Your responsibilities
- Appointing Boox as your VAT agent using a form 64-8.
- Providing Boox with any correspondence from HMRC relating to VAT, on a timely basis.
- You are responsible for the accuracy and completeness of the data entered into the online accounting software, in a timely manner, to ensure the statutory filing deadlines can be met.
1.4.2 Our responsibilities
- If your company is registered for VAT, we will prepare your quarterly VAT returns on the basis of the information and explanations supplied by you (cash accounting schemes only).
- Based on the information that you provide to us, we will tell you how much you should pay and when. If appropriate we will initiate repayment claims where tax has been overpaid. We will advise on the interest and penalty implications if VAT is paid late.
- We will forward to you the completed return calculations for you to review, before onward transmission by us to HMRC.
- Act as your Agent for online VAT filing with HMRC.
- VAT inspections are not covered by the Limited Company Contractor Service and are subject to additional fees where these services are required.
1.5 Preparation of statutory financial statements in compliance with the Companies Act 2006
1.5.1 Your responsibilities as a company director
- As a Director of the company, you are responsible for preparing financial statements which give a true and fair view of your company, and which have been prepared in accordance with the Companies Act 2006 (the Act).
- As a Director, you must not approve the financial statements unless you are satisfied that they give a true and fair view of the assets, liabilities, financial position and profit or loss of the company.
- You are responsible for ensuring that the company complies with laws and regulations that apply to its activities, for preventing non-compliance and detecting any that occurs.
1.5.2 Our responsibilities as accountants
- We will prepare the financial statements in accordance with the requirements of the Companies Act 2006, to enable profits to be calculated to meet the requirements of current tax legislation and that provide sufficient and relevant information to complete a tax return.
- We will compile the financial statements for your approval based on the accounting records and the information and explanations that you provide.
- Our work will not be an audit of the financial statements in accordance with International Standards of Auditing (UK and Ireland). We will not be able to provide any assurance that the accounting records or the financial statements are free from material misstatement, whether caused by fraud, other irregularities or error nor to identify weaknesses in internal controls.
- Since we will not carry out an audit, nor confirm in any way the accuracy or reasonableness of the accounting records, we cannot provide any assurance whether the financial statements that we prepare from those records will present a true and fair view.
1.6 Corporate taxation services
1.6.1 Your responsibilities
- Appointing Boox as your Corporation Tax agent using a form 64-8.
- Providing Boox with any correspondence from HMRC relating to Corporation Tax, on a timely basis.
1.6.2 Our responsibilities
- We will prepare the company’s corporate tax self-assessment (CTSA) return. After obtaining your written approval, we will submit this online to HMRC.
- We will prepare the corporation tax computation and supporting schedules required for preparation of the company tax return from accounts, information and explanations provided to us on your behalf.
- We will tell you how much tax the company should pay and when. If appropriate, we will initiate repayment claims when tax has been overpaid. We will advise on the interest and penalty implications if corporation tax is paid late.
- Dealing with non-routine investigations and enquiries are not covered by the Limited Company Contractor Service and are subject to additional fees where these services are required.
1.7 Company secretarial
1.7.1 Your responsibilities as a company Director
- A private company is required to file its financial statements at Companies House within nine months of the year end. The company will be liable for a fine if it fails to do so. We accept no responsibility for fines or regulatory action taken against the directors where the statutory financial statements are not available for filing.
1.7.2 Our responsibilities
We have agreed to act as your agent, and to:
- Submit the financial statements to the Registrar of Companies.
- Complete and submit the company’s Compliance Statement.
- Complete and submit any other forms which are required by law to be filed at Companies House, provided that you keep us fully informed of any relevant changes or events which are required to be notified to Companies House, within one week of the change or event.
- Maintain the statutory records.
Note in the event of non-filing of company documents, the Registrar of Companies may seek to have the company struck off the Register of Companies, resulting in the company no longer existing and its assets becoming Crown Property.
We will only file documents with a Director’s prior written approval. In the event of outstanding fees, we will not be responsible for the filing of documents with Companies House. We will not be held responsible for any penalties or costs of reinstatement of the company in the event of non-filing.
1.8 Fee for Limited Company Contractor Services
1.8.1 Monthly Fee
Our fees for use of the Service are payable monthly in arrears by the Account Holder. It is a requirement that all account holders agree to have a direct debit set up for payment of monthly subscription fees.
The Monthly Fee continues to be payable independently of your circumstances, and is not suspended through periods where income is not received into the Limited Company.
The Monthly Fee for Limited Company Contractor Services are shown below and are made up of the elements that you have selected. If you would like confirmation of the elements of the service that you have selected, please contact us. Any changes to our fees will be notified to you in advance and will be subject to 3 months notice.
1.8.2 Additional Service Fee
The Monthly Fee is the fee for a company using the online accounting software in accordance with 1.2.1. In the event that you require additional assistance, such as inputting sales invoices or expenses, the monthly fee will incur an additional £25+ VAT charge over the standard monthly fee. We will provide 3 months notice and offer additional phone training and support prior to the additional support fee being applied.
Our fees are posted on our website and may vary from time to time. Prices on our website are quoted in UK pounds Sterling and exclude VAT, which is also payable. You will be notified in advance of any changes to our current price plan.
1.8.4 Other fees
Any filing charges incurred at Companies House by us as your agent, such as filing your Annual Compliance Statement, will be recharged to you at cost price.
Once any company return has been filed, Boox cannot be held responsible or accountable for any omissions in your accounts. Any changes required after submission do not fall within our standard fees above, and will be agreed with you in advance and charged separately.
1.9 Access to online accounting software
You will not be able to access and use the Boox online accounting software without a username and password. Once a Boox account has been created you will be issued with a randomly generated password, which can be changed at any time.
You are granted a non-transferable, non-exclusive license to use the Boox online accounting software in accordance with these Terms of Service. If you choose to give another party access to your account, you do so at your own risk and you will remain primarily liable to Boox for complying with these Terms of Service for the use of the Service.
As an Account Holder you are responsible for administering and safeguarding any passwords created to control access to your Boox account - please keep any password issued to you secure. Boox employees do not have access to any Account Holder passwords.
All transfer of Accounts Holder’s data between our servers and any external environment is encrypted.
1.9.4 Availability of the Service
We will make reasonable endeavours at all times to ensure that the Service will be suitable for your intended use. We cannot guarantee that it will be error-free, timely, reliable, entirely secure, virus-free or available at all times since we are dependent on the reliability of the Internet and use of your own computer to access the Service. We will try to keep disruptions to a minimum but it may be necessary to suspend the Service from time to time to carry out maintenance and support work. You will be notified in advance of any potential downtime, and we will endeavour to carry out any maintenance outside of business hours.
1.10 Provision of general accountancy services exclusions
Your subscription to the Service allows for the provision of general accountancy guidance only. For specific matters relating to issues such as IR35, Section 660, MSC Legislation, AWR, contractor insurances, broad advice will be offered and additional services recommended. You should always seek specialist advice on matters specific to your personal circumstances.
If you seek specialist advice, or other accounting activities from us outside of the subscribed service, we may subcontract the provision to one of our affiliates, or to a third party. For any specialised services, these will be covered by a separate letter of engagement from Boox, who will accept instructions to act for you on the basis that they will act in accordance with the above guidelines.
2 General terms and conditions
2.1 Client Acceptance
We reserve the right, at our discretion, not to accept an application to become a Boox client. This may be due to technical constraints; because you or your business has been banned by us from using the service; we have been unable to adequately confirm your identity; or for any other reason. No charge will be made for declined applications. The acceptance of your application is based on the trading activity described when first signing up to the Service. If your trading activities change, Boox reserves the right to review and determine your appropriate requirements going forward.
If you are transferring from a previous agent, we are required to enquire whether there are any reasons we should not accept you as a client. Our engagement is subject to a satisfactory response to our enquiries.
2.2 Money Laundering
To help us guard against financial crime we are obliged to comply with the Money Laundering Regulations 2007, the Proceeds of Crime Act 2002, and the Terrorism Act 2000. These require us to carry out identity verification checks before allowing the use of the Service. We may request and retain from you such information and documentation as we require for these purposes, and/or make searches of appropriate databases, and to report, in accordance with the relevant legislation and regulations. Carrying out an identity verification check will place a soft footprint on your credit file however it will not affect your credit rating in any way. If we cannot adequately confirm your identification in accordance with this legislation we reserve the right to refuse you use of the Service.
We have a duty under section 330 of the Proceeds of Crime Act 2002 to report to the National Crime Agency (NCA) if we know, or have reasonable cause to suspect, that you or anyone connected with your business are or have been involved in money laundering. Failure on our part to make a report where we have the knowledge or reasonable grounds for suspicion would constitute a criminal offence.
2.3 Limitation of liability
Boox provides its services with reasonable care and skill. Its liability to you is limited to losses, damages, costs and expenses caused by its negligence or willful default.
Boox’s liability is subject to the limits agreed in the Terms of Engagement.
2.3.1 Exclusion of liability for loss caused by others
Boox 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 of incomplete, misleading or false information, or if they are due to a failure to act on its advice or a failure to provide it with relevant information.
2.3.2 Exclusion of liability in relation to circumstances beyond our control
Boox will not be liable to you for any delay or failure to perform its obligations if the delay or failure is caused by circumstances outside their reasonable control.
2.3.3 Exclusion of liability relating to the discovery of fraud etc.
Boox will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service it is providing is withheld, concealed or misrepresented. This applies equally to fraudulent acts, misrepresentation or willful default on the part of any party to the transaction and their Directors, officers, employees, agents or advisers.
This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which Boox has agreed to perform with reasonable care and skill) have been evident to it without further enquiry.
2.3.4 Exclusion of our liability
You use the Service entirely at your own risk. We do not restrict our liability (if any) for personal injury or death resulting from our negligence, for fraud committed by us or for any matter, which it would be illegal to limit or to attempt to restrict. We exclude all other liability and responsibility for any amount or kind of loss or damage arising in connection with the Service.
2.3.5 Limitation of our liability
Neither party shall be liable under this agreement to the other party for indirect, special, exemplary, punitive or consequential damages including without limitation loss of goodwill, whether arising from negligence, breach of contract or otherwise. Where we are not legally entitled to exclude our liability, our total liability for any loss or damage relating to any Service (or to our website generally) shall not exceed the amount set out in the Terms of Engagement subject to a deminimus limit of £500.
2.3.6 Liability to us
If you access the Service using a password created to control access to the Account Holder’s Boox account, then the Account Holder shall be held liable for any reasonable costs and expenses incurred by us as a result of breach of these Terms of Service by you. Otherwise, you shall be held personally liable for any reasonable costs and expenses incurred by us as a result of breach of these Terms of Service by you.
2.4 Limitation of Third Party Rights
The advice and information provided by Boox to you as part of the service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed that a specified third party may rely on our work. No responsibility is accepted to third parties, for any advice, information or material produced as part of their 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.
2.5 Commissions or other benefits
In some circumstances, we may receive commissions or other benefits for introductions to other professionals such as insurers, bankers or brokers. The commissions or other benefits are unlikely to be more than £100 for any introduction. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits we may receive. You consent to such commission or other benefits being retained by us without us being liable to account to you for any such amounts.
2.6 Non-payment of fees
We shall be under no obligation to provide the Service if the subscription fee is not paid to us on time. The Account Holder must ensure that we have complete and accurate billing and contact information throughout the subscription period, including the full name of the Account Holder, its business address, and a billing contact email address. If subscription fees become overdue we reserve the right to suspend your access to the Service until the balance is paid and we may close the Account Holder’s Boox account permanently and disengage ourselves as the Account Holder’s Agent.
2.7 Suspension or termination
If you fail to abide by these Terms of Service, or if payment of the subscription fees is not paid on time, we reserve the right to suspend or terminate your access to the Service. If we withdraw access to the Service no refund will be payable by us. One month’s notice will be given prior to the suspension of an account after which time if any issue has not been resolved within the following month we will take action to disengage ourselves as your Agent. We also reserve the right to close any Boox account for any reason, by giving one month’s notice.
Suspension of your account could seriously jeopardise our ability to manage your company accounts and could lead to submission deadlines being missed. Boox cannot be held liable for any fines incurred resulting from this.
You have the right to cancel within 14 days of entering into this agreement and signing up to the service with Boox. If you choose to cancel within 14 days, your 1st month’s payment will be refunded to you subject to the deduction of any costs we have incurred on your behalf, such as company incorporation costs.
To cancel and close the Account Holder’s Boox account at any time contact us on firstname.lastname@example.org. Please note three months' notice is required in writing to close your account and no refund will be made of any subscription fees already billed.
If your contract qualifies for Boox’s Experience Guarantee this will be set out in your Engagement Letter. During the Experience Guarantee period (60 days from the date of Boox sending the Engagement Letter), there is no notice period.
Following the cancellation of your account, Boox will have no further responsibility in relation to the preparation or filing of your Limited Company accounts, unless otherwise agreed. As a Director you will have continued responsibilities and are solely responsible for identifying another service or accountant to satisfy the need for the service that we provided.
If your Registered Office or Directors’ Service Address is held at Boox, it is your responsibility to change it to a new address on cancellation of your contract. In the event that you do not do that, Boox will contact Companies House to request that they change it from Boox’s address to the last known address held on file.
2.9 Request to close your Limited Company
If you no longer require your Limited Company, we can assist you with the closure of the company. The fees for this service will be agreed with you in advance, and will include the following services:
- Preparing closure accounts.
- Preparing final corporation tax computations.
- Preparing final VAT return and deregistering the company from VAT (if applicable).
- Assist you with deciding how you want to take any final distribution/capital from the company. Note if you extract over £25,000 as a capital, you will need to engage a liquidator to perform a member's voluntary liquidation.
- De-registering the company from PAYE.
- Preparing the striking off form for filing at Companies House.
As per 2.8, three month's notice is required to close your account. Please note the striking off form and the Companies House striking off fee are required before closure can be commenced.
2.10 Prohibited Use
Except as otherwise permitted under this Agreement, you shall not:
- Remove or alter the conditions of use, any copyright notices and other identification disclaimers as they may appear on the website, or in any print format;
- Provide by electronic means to any person other than an authorised user any content;
- Alter or change any part of the content.
The legal and beneficial interest in all copyrights, patents, trade marks, service marks, design rights (whether registered or unregistered), database rights, proprietary information rights and all other proprietary rights as may exist anywhere in the world together with applications associated with any such rights (“Intellectual Property Rights”) relating to the Service belong to Boox at all times. You obtain no ownership rights in the Service or any of the Intellectual Property Rights pursuant to or arising out of this Agreement. The Account Holder has sole responsibility for the provision of accurate and reliable data. The Account Holder retains ownership of any Intellectual Property Rights it has in your Data (such as rights in its logo, for example.) Intellectual Property Rights in your Data will not be transferred to us. We reserve the right to disclose your Data to law enforcement officials in the investigation of fraud or other alleged unlawful activities but otherwise we will only use your Data to provide the Service.
2.12 Further provisions
These Terms of Service and our Privacy Statement describe the entire agreement between you and us regarding the Service, and supersede any prior understandings or agreements. We shall be entitled to assign or subcontract our rights and/or obligations under these Terms of Service to another party. As Account Holder you may not transfer any of your rights or obligations under these Terms of Service without our prior written consent. Failure at any time to enforce any of these terms and conditions or to require performance by the other party of any such term or condition shall not be construed as a waiver of such provision or affect the right of either party to enforce the same. If any provision is held to be invalid or unenforceable by any tribunal of competent jurisdiction, the remaining provisions shall not be affected and shall be carried out as closely as possible according to the original intent.
2.13 Data Protection
We confirm that we will comply with the provisions of the Data Protection Act 1998 when processing personal data about you and your family. In order to carry out the services of this engagement and for related purposes such as updating the enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data about you.
2.14 Electronic and Other Communication
We will communicate with you and with third parties via email or by other electronic means, unless another method is more appropriate. You will be 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 dispatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material. 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.
2.15 Retention of and Access to Records
You have a legal responsibility to retain documents and records relevant to your tax affairs. During the course of our work, we may collect information from you and others relevant to your tax affairs. We will return any original documents to you, if requested. Documents and records relevant to your tax affairs are required by law to be retained by individuals and companies for 6 years from the end of the accounting period. Whilst certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than 7 years old. You must inform us if you require the return or retention of any specific documents for a longer period.
We are committed to providing you with a high-quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service please email your complaint to email@example.com where this will be dealt with by a member of our management team. We agree to look into any complaint carefully and promptly and do everything reasonable to put it right. If you are still not satisfied with the outcome of our investigations, you can refer your complaint to our professional body, the Institute of Chartered Accountants in England and Wales.
Contracts (Rights of Third Parties) Act 1999
Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
These Terms of Service are governed by and construed in accordance with English Law and the parties agree to submit to the exclusive jurisdiction of the Courts of England.
“Account Holder” means limited company, which has a Boox account;
“Boox account” means a current subscription to the Service;
“HMRC” means HM Revenue & Customs
“Service” means our Boox software, which is accessed and used via our password-protected websites;
“us” “we” and “our” refers to Boox, a trading division of The App Accountancy Group Limited, 2nd Floor, The Port House, Port Solent Marina, Portsmouth, PO6 4TH.
“you” means the Account Holder;
“your Data” means any data entered or uploaded by you while using the Service.
What’s included within our Accounting Service?
|Online Accounting App|
|Dedicated Accounting Team|
|Business Bank Account Setup|
|Tax Efficient Pay Advice|
|Payroll & RTI Compliance|
|Year End Accounts Filing|
|Corporation Tax Returns|
|Secure Bank Feeds|
|Mobile Accounting App|
|Quarterly Health Checks|
|IR35 Contract Risk Assessment||2 per year|
|Company Secretarial Services|
|Accountants References||2 per year|
|Monthly Fee||£79 + VAT|
|Contract Term||Monthly (3 months notice)|
|VAT Guidance and Quarterly Returns||£11 per month|
|Registered Office and or Directors Service Address at Boox||£2 per month|
|Self-Assessment Tax Return (1 Director)||From £110 + VAT|
|CIS Limited Company Service||£30 + VAT|
|Compliance Statement filing||£13|
|Additional Accountants References||£50 + VAT|
|Fee Protection Insurance||Please Enquire|