Terms of business

Article 1 | Definitions

In these terms of business, the following terms have the meanings stated below, unless the context requires otherwise:

MSE Accounting (UK & CI): the provider of these terms of business.
Client: any legal entity or natural person acting in the course of a trade, business or profession with whom MSE Accounting (UK & CI) has concluded, or intends to conclude, an agreement.
Parties: the Client and MSE Accounting (UK & CI) jointly.
Agreement/Assignment: any agreement between MSE Accounting (UK & CI) and the Client under which MSE Accounting (UK & CI) undertakes to provide services to the Client.
Services: any services provided by or on behalf of MSE Accounting (UK & CI) under the agreement, including but not limited to administrative and financial services (such as processing or reviewing bookkeeping) and tax and compliance services (such as preparing accounts, tax returns and advisory reports for the UK, Guernsey and/or Jersey).
In writing: communication in writing, by email, or by any other means which, given current technology, can be treated as equivalent.

Article 2 | General provisions

These terms of business apply to every offer made by MSE Accounting (UK & CI) and every agreement concluded with a Client.
These terms also apply to agreements for which MSE Accounting (UK & CI) engages third parties.
Deviations from these terms are valid only if expressly agreed in writing. Where a provision in a specific agreement conflicts with these terms, the agreed provision prevails.
The applicability of any general terms and conditions put forward by the Client is expressly rejected.
If any provision of these terms is or becomes invalid or unenforceable, the remaining provisions continue in full force. The parties will negotiate a replacement provision that reflects the original intent as closely as possible.

Article 3 | Offer and formation of the agreement

MSE Accounting (UK & CI) does not provide advice on, or assistance with applying for, state benefits or welfare payments (such as Universal Credit or equivalent Guernsey/Jersey benefits). This falls outside the scope of the services.
All offers made by MSE Accounting (UK & CI) are non-binding and do not oblige either party to enter into an agreement.
The Client cannot derive rights from an offer that contains an obvious error or mistake.
An agreement is formed by offer and acceptance. If the Client's acceptance deviates from the offer, no agreement is formed on those terms unless MSE Accounting (UK & CI) confirms otherwise in writing.
MSE Accounting (UK & CI) may require a written or digital signature on a quotation or engagement letter, and Direct Debit (UK) or equivalent payment authorisation, before an agreement takes effect.

Article 4 | Third parties and deadlines

MSE Accounting (UK & CI) may engage third parties in performing the agreement where it considers this necessary.
MSE Accounting (UK & CI) is not liable for errors or shortcomings of third parties it engages, save where required by law.
Any deadlines given for performance or delivery are indicative, not binding, unless expressly agreed in writing as fixed deadlines. MSE Accounting (UK & CI) is only in default once it fails to meet an expressly agreed deadline after receiving written notice of default from the Client and a reasonable opportunity to remedy this.

Article 5 | General obligations of the parties

The Client must provide all information and documents needed to perform the agreement in good time, and is responsible for their accuracy and completeness.
MSE Accounting (UK & CI) is not liable for loss resulting from information the Client provided incorrectly, incompletely, or late.
Where MSE Accounting (UK & CI) prepares UK VAT returns, information for each return must be provided at least 10 working days before the applicable filing deadline, which depends on the Client's individual VAT quarters as notified by HMRC. Where MSE Accounting (UK & CI) prepares Guernsey or Jersey tax filings, equivalent deadlines will be confirmed in the engagement letter, based on the filing calendars set by the Guernsey Revenue Service or Revenue Jersey.

Article 6 | Duration, termination and cancellation

Unless stated otherwise, agreements are for an indefinite period, with a minimum term of one calendar year from the start date.
Indefinite-term agreements may be terminated by either party by email, giving at least one month's notice, to take effect at the end of the then-current calendar year. Advance payments already made are non-refundable.
If the Client terminates an agreement early, MSE Accounting (UK & CI) is entitled to compensation for its loss of the anticipated fees for the remainder of the minimum term, subject to a duty on MSE Accounting (UK & CI) to act reasonably to mitigate that loss.
The Client may request copies of its accounting records within one month of the agreement ending.
MSE Accounting (UK & CI) will transfer the Client's records to a new adviser within 60 days of termination, provided all outstanding invoices have been paid in full.

Article 7 | Suspension and termination

MSE Accounting (UK & CI) may suspend or terminate the agreement if the Client fails to meet its obligations, does not pay an invoice within two months of the due date, or where other serious circumstances arise that make continuation unreasonable to expect of MSE Accounting (UK & CI).
If the Client does not pay within three months of the due date, MSE Accounting (UK & CI) may archive the Client's records; reactivating them will incur a fee of £5 (excl. VAT).
MSE Accounting (UK & CI) may terminate the agreement with immediate effect if the Client enters administration, liquidation, bankruptcy, an Individual Voluntary Arrangement (or Channel Islands equivalent), or any comparable insolvency process.
MSE Accounting (UK & CI) is not liable for loss arising from a suspension or termination caused by the Client's non-compliance with these terms.

Article 8 | Force majeure

MSE Accounting (UK & CI) is not obliged to fulfil any obligation under the agreement for as long as it is prevented from doing so by a circumstance beyond its reasonable control, including natural disasters, government action, cyberattacks, telecommunications or infrastructure failures, and other unforeseeable disruptions to its business.
MSE Accounting (UK & CI) will notify the Client of a force majeure event as soon as reasonably possible.
If a force majeure event prevents performance for more than 30 days, either party may terminate the agreement, or the affected part of it, without liability for compensation.
Where MSE Accounting (UK & CI) has already partly performed the agreement when the force majeure event arises, it may invoice the completed part as if it were a separate agreement.
Loss caused by force majeure is never recoverable from MSE Accounting (UK & CI).

Article 9 | Prices and payment

MSE Accounting (UK & CI)'s offer sets out its pricing as accurately as possible, which may be a fixed (annual) price or an hourly rate. Where no price has been expressly agreed, services are charged at MSE Accounting (UK & CI)'s standard hourly rate then in effect.
All prices quoted are exclusive of VAT (UK) or GST/equivalent (where applicable in Guernsey or Jersey), which will be added where chargeable.
MSE Accounting (UK & CI) may increase its rates for indefinite-term agreements once per year, by no more than 5% or in line with the most recent UK Consumer Prices Index (CPI) published by the Office for National Statistics, whichever MSE Accounting (UK & CI) chooses, on giving the Client at least 30 days' written notice.
Recurring advance invoices are collected by Direct Debit where authorised. If Direct Debit has not been authorised, or the agreement is for a fixed, one-off assignment rather than an indefinite term, payment is due by bank transfer within 14 days of the invoice date, using the payment details shown on the invoice. MSE Accounting (UK & CI) may invoice fixed-fee assignments in advance.
Where advance invoices are paid by bank transfer instead of Direct Debit, an administrative fee of £5 per invoice applies.
If the Client enters liquidation, bankruptcy, an Individual Voluntary Arrangement (or Channel Islands equivalent), or any comparable insolvency or debt-relief process, all outstanding invoices become immediately due and payable.
A Client who does not pay by the due date is in default without further notice being required. From the date of default, MSE Accounting (UK & CI) may charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 (currently the Bank of England base rate plus 8 percentage points), or the equivalent Guernsey/Jersey commercial rate where applicable, on the outstanding amount until paid.
If the Client terminates an agreement early, the termination date determines which month's advance invoice is the final one; the Client is not entitled to a refund of advance invoices already paid.
Where maintaining the Client's records in bookkeeping software (such as Xero, QuickBooks Online, Sage, or similar) is required for MSE Accounting (UK & CI) to deliver the agreed services, MSE Accounting (UK & CI) may charge the Client a monthly software licence fee per set of records, excl. VAT, from activation until the services end and the Client's records are handed back.
All reasonable costs - including legal, debt-recovery agency, and enforcement costs - incurred in recovering amounts owed by the Client are payable by the Client, to the extent recoverable under applicable law.

Article 10 | Liability and indemnity

MSE Accounting (UK & CI) performs its services based on information and records provided, or made available, by the Client. MSE Accounting (UK & CI) is not liable for loss arising directly or indirectly from information the Client provided incorrectly, incompletely, or late, including where this affects accounts, tax returns, or other administrative work. The Client is liable for loss arising from inaccuracies or omissions in the information it provides, from its own failure to meet legal or contractual obligations, or from any other circumstance not attributable to MSE Accounting (UK & CI).

MSE Accounting (UK & CI) is not liable for the content of accounts it prepares where the underlying records were not maintained by MSE Accounting (UK & CI), or where the figures used were not entered or checked by MSE Accounting (UK & CI). In those cases, MSE Accounting (UK & CI) is entitled to rely on the accuracy and completeness of records maintained by the Client or a third party.

MSE Accounting (UK & CI) is never liable for indirect or consequential loss, including loss of profit and loss arising from business interruption. Subject to the rest of this article, MSE Accounting (UK & CI)'s liability is limited to direct loss caused by an attributable failure to perform its obligations under the agreement - meaning a failure that a competent and careful professional, exercising reasonable skill and care, would and should have avoided. Direct loss includes:

reasonable costs incurred in establishing the cause and extent of the loss, to the extent it is loss covered under this article;
reasonable costs incurred to bring MSE Accounting (UK & CI)'s performance in line with the agreement, to the extent attributable to MSE Accounting (UK & CI);
reasonable costs incurred to prevent or limit loss, to the extent the Client shows these costs reduced the direct loss covered under this article.

MSE Accounting (UK & CI)'s total liability is limited to the invoice value of the agreement, or the part of the agreement to which the liability relates, and in any event never exceeds the amount actually paid out under MSE Accounting (UK & CI)'s professional indemnity insurance for the claim in question, plus any applicable policy excess. Where the agreement runs for longer than three months, only the invoice value for the preceding three months is used as the reference figure.

The Client must notify MSE Accounting (UK & CI) in writing of any complaint about the agreement's performance within five working days of discovering the issue, or within two working days of when it could reasonably have discovered it. Failing this, the Client loses the right to claim against MSE Accounting (UK & CI) for that issue.

Where MSE Accounting (UK & CI) is liable for loss, it is always entitled to remedy the issue itself first; the Client must give it a reasonable opportunity to do so, failing which MSE Accounting (UK & CI)'s liability for that issue falls away.

The Client indemnifies MSE Accounting (UK & CI) against third-party claims arising in connection with performance of the agreement where the underlying cause is not attributable to MSE Accounting (UK & CI) - including claims from HMRC, the Guernsey Revenue Service, or Revenue Jersey arising from the Client's own failure to meet its obligations. Where MSE Accounting (UK & CI) is drawn into a claim on this basis, the Client must support MSE Accounting (UK & CI) in any related proceedings; if it fails to do so, MSE Accounting (UK & CI) may take the necessary steps at the Client's expense.

Any claim against MSE Accounting (UK & CI) must be brought within 6 years of the event giving rise to it.

Article 11 | Confidentiality

MSE Accounting (UK & CI) will keep confidential all information about the Client's business that is marked as confidential or is confidential by its nature, and will use it only for the purpose it was provided.

This obligation does not apply where MSE Accounting (UK & CI) is required by law, regulation, or a court or regulatory order - including under UK, Guernsey or Jersey anti-money laundering legislation - to disclose the information.

Article 12 | Governing law and jurisdiction

This agreement and any dispute arising from it (including non-contractual disputes) is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. MSE Accounting (UK & CI) is registered in the Netherlands and serves clients principally based in the United Kingdom and Guernsey; England & Wales law and courts have been chosen as the common, neutral basis for both. Given the cross-border nature of this arrangement, please confirm this choice of law and jurisdiction with a solicitor before relying on it, particularly around enforceability of judgments between the Netherlands, the UK and Guernsey.

Before starting court proceedings, both parties will make reasonable efforts to resolve any dispute amicably.