Our T&Cs
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Agreement with:

Annette Ferguson Ltd t/a Annette & Co (formally t/a Super Accountant)
Registered office:
Apt 24199 Chynoweth House, 
Trevissome Park, 
Truro, 
England, 
TR4 8UN


This letter is to confirm our understanding of the terms of our engagement and the nature and limitations of the services that we provide as well as outline our Data Processor Agreement

1. Purpose, Scope and Output of the Engagement

This firm (Annette Ferguson Ltd t/a Annette & Co.) will provide Accounting Services, which will be conducted in accordance with the relevant professional and ethical standards issued by the Institute of Chartered Accountants of Scotland (ICAS), and in accordance with English Law. The extent of our procedures and services will be limited exclusively for this purpose only.  
 
We shall compile the financial statements in accordance with Companies Act 1985 based on the accounting records maintained by you and the information and explanations provided to us. In carrying out our engagement we will make enquiries of management and undertake any procedures that we judge appropriate but are under no obligation to perform procedures that may be required for assurance engagements such as audits or reviews.

Our work will not be an audit of the financial statements in accordance with Auditing Standards. Accordingly, we shall not seek any independent evidence to support the entries in the accounting records, or to prove the existence, ownership, or valuation of assets, or the completeness of income, liabilities or disclosures in the accounts. Nor shall we assess the reasonableness of any estimates or judgements made in the preparations of the accounts. Consequently our work will not provide any assurance that the accounting records are free from materials misstatements, whether caused by fraud, other irregularities or error.

We shall report, with any variations that we consider may be necessary, that in accordance with your instructions and in order to assist you to fulfil your responsibilities, we have compiled, without carrying out an audit, the accounts from the accounting records of the company and from the information and explanations supplied to us. (Accountants’ Report).

We have a professional responsibility not to allow our name to be associated with accounts which we consider may be misleading. Therefore, although we are not required to search for such matters, should we become aware, for any reason, that the account may be misleading, and the matter cannot be dealt with by means of adjustments to the accounts, we shall withdraw from the engagement, and shall notify you in writing of the reasons.

We will prepare from the financial statements and other information and explanations provided by you the company’s corporation tax computations and tax returns. We will file the tax returns together with the financial statements to HM Revenue and Customs (HMRC) after you have approved them.

We will advise as to amounts of corporation tax to be paid and the dates by which the company should make the payments and if appropriate we will initiate repayment claims when tax appears to have been overpaid.

We will agree with the HM Revenue and Customs the company’s liability to corporation tax and attend to notices of assessment, lodging appeals against incorrect assessments as appropriated.

We will deal with all communications relating to the company’s tax return addressed to us by the HM Revenue and Customs or passed to us by the company.

We will help you in preparing the tax provisions and disclosures to be included in the company’s financial statements.

We will provide our professional services with reasonable care and skill.  However, we will 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.

We will request you to complete a Form 64-8 to authorise the HM Revenue and Customs to deal directly with us in connection with your tax affairs.


VAT will be charged at the prevailing rate



2. Period of Engagement

This engagement will starts on signing of these T&Cs. 




3. Responsibilities

In conducting this engagement, information acquired by us in the course of the engagement is subject to strict confidentiality requirements.  That information will not be disclosed by us to other parties except as required or allowed for by law, or with your express consent.

We wish to draw your attention to our firm's system of quality control which has been established and maintained in accordance with the relevant ICAS standard.  As a result, our files may be subject to review as part of the quality control review program of ICAS which monitors compliance with professional standards by its members.  We advise you that by accepting our engagement you acknowledge that, if requested, our files relating to this engagement will be made available under this program. Should this occur, we will advise you.

The Client is responsible for the reliability, accuracy and completeness of the accounting records, particulars and information provided and disclosure of all material and relevant information.  Clients are required to arrange for reasonable access by us to relevant individuals and documents, and shall be responsible for both the completeness and accuracy of the information supplied to us.  Any  advice given to the Client is only an opinion based on our knowledge of the Client's particular circumstances.

A taxpayer is responsible under self assessment to keep full and proper records in order to facilitate the preparation of a correct return.  Whilst the Commissioner of Taxation will accept claims made by a taxpayer in an income tax return and issue a notice of assessment, usually without adjustment, the return may be subject to later review.  Under the taxation law such a review may take place within a period of up to 7 years after tax becomes due and payable under the assessment.  Furthermore, where there is fraud or evasion there is no time limit on amending the assessment. Accordingly, you should check the return before it is signed to ensure that the information in the return is accurate.

Where the application of a taxation law to your particular circumstances is uncertain you also have the right to request a private ruling which will set out the Commissioner's opinion about the way a taxation law applies, or would apply, to you in those circumstances.  You must provide a description of all of the facts (with supporting documentation) that are relevant to your scheme or circumstances in your private ruling application.  If there is any material difference between the facts set out in the ruling and what you actually do the private ruling is ineffective.

If you rely on a private ruling you have received, the Commissioner must administer the law in the way set out in the ruling, unless it is found to be incorrect and applying the law correctly would lead to a better outcome for you. Where you disagree with the decision in the private ruling, or the Commissioner fails to issue such a ruling, you can lodge an objection against the ruling if it relates to income tax, fuel tax credit or fringe benefits tax. Your time limits in lodging an objection will depend on whether you are issued an assessment for the matter (or period) covered by the private ruling.

As directors of the company, you are responsible for ensuring that the company maintains proper accounting records and for preparing accounts which give a true and fair view and which have been prepared in accordance with the Companies Act 1985.

In preparing the financial statements you are required to select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

You are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and for ensuring that the financial statements comply with the Act. You are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

You are also responsible for determining whether, in respect of each financial year, the company meets the conditions for exemption from an audit of the accounts set out in section 249A of the Act, and for determining whether, in respect of the year, the exemption is not available for any of the reasons set out in section 249B.

You are responsible for ensuring that the company complies with laws and regulations applicable to its activities, and for establishing arrangements designed to prevent any non-compliance with laws and regulations.

You have undertaken to make available to us, as and when required, all the company’s accounting records and related information necessary for the compilation of the financial statements.




4. Fees
  

There is no minimum contract period  or 'tie-in'.  Please note if you leave Annette & Co. part way through the year and have not come to your company year end we cannot refund you what you have paid each month as we will have advised you and acted on your behalf during that time and the monthly work will have already been done and returned to you.

Fees are payable monthly, in advance, by direct debit.





5. Limitation of Liability

The advice that we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it.  We will provide the professional services agreed with reasonable care and skill.  However, we will 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 from the failure by you or others to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or the tax authorities.

The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and any matter arising from it.  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.  We will observe the Bye-laws, regulations and ethical guidelines of our professional institute and accept instructions to act for you on the basis that we will act in accordance with these guidelines.  In particular you give us authority to correct HMRC errors.


6. Ownership of Documents

All original documents obtained from the client arising from the engagement shall be scanned, in accordance with HMRC guidelines, and securely destroyed.

Our engagement will result in the production of financial statements and tax returns. Ownership of these documents will vest in you. All other documents produced by us in respect of this engagement will remain the property of the firm.

The firm has a policy of exploring a legal right of lien over any client documents in our possession in the event of a dispute. The firm has also established dispute resolution processes.


7. Electronic Communication

Email will be used to enable us to communicate with you.  As with other means of delivery this carries with it the risk of inadvertent misdirection or non-delivery.  It is the responsibility of the recipient to carry out a virus check on any attachments received.  All risks connected with sending commercially sensitive information relating to your business are borne by you and are not our responsibility. 


8. Data Protection Act 1998


The processing of personal data is regulated in the UK by the General Data Protection Regulation EU 2016/679 as supplemented by the Data Protection Act 2018 together with other laws which relate to privacy and electronic communications.  

In this clause, we refer to these laws as "Data Protection Law".  

In providing our services, we act as an independent controller and are, therefore, responsible for complying with Data Protection Law in respect of any personal data we process in providing our services to you.  Our privacy statement (which can be accessed at www.annetteandco.co.uk/privacy-policy) explains how we process personal data.  

You are also an independent controller responsible for complying with Data Protection Law in respect of the personal data you process and, accordingly, where you disclose personal data to us you confirm that such disclosure is fair and lawful and otherwise does not contravene Data Protection Law.  

Terms used in this clause bear the same meanings as are ascribed to them in Data Protection Law.

The Data Controller in relation to personal data supplied about you is Annette Ferguson.




9. Money Laundering

i.  We have a duty under section 330 of the Proceeds of Crime Act 2002 to report to the Serious Organised Crime Agency (SOCA) 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 knowledge or reasonable ground for suspicion would constitute a criminal offence.

ii.  The offence of money laundering is defined by section 340(11) of the Proceeds of Crime Act and includes the acquisition, possession or involvement in arrangements for concealing the benefits of any activity that constitutes a criminal offence in the UK.  This definition is very wide and would include:

a) tax evasion through deliberate understatement of income or overstatement of expenses or stock; or

b) deliberate failure to inform the tax authorities of known underpayments.

iii.  We are obliged by law to report to SOCA without your knowledge and consent and in fact we would commit the criminal offence of tipping off under section 333 of the Proceeds of Crime Act were we to inform you of any suspicions or that a report had been made.

iv.  We are not required to undertake work for the sole purpose of identifying suspicions of money laundering.  We shall fulfill our obligations under the Proceeds of Crime Act 2002 in accordance with the guidance published by The Institute of Chartered Accountants of Scotland


10. Dissengagement

Should for any reason, we wish to terminate our agreement we will do so in writing, with 30 days notice

11 Processor Agreement (as required by GDPR)


BACKGROUND:


(A)  The Controller and the Processor entered into Accounting, Bookkeeping, Tax and Payroll Services on an ongoing basis (Services Agreement) that may require the Processor to process Personal Data on behalf of the Controller.


(B)  This Processor Agreement (Agreement) sets out the terms and conditions on which the Processor will process Personal Data when providing services under the Services Agreement. This Agreement contains the mandatory clauses required by Article 28(3) of the General Data Protection Regulation ((EU) 2016/679) for contracts between controllers and processors.


AGREED TERMS:


1.  DEFINITIONS AND INTERPRETATION  
The following definitions and rules of interpretation apply in this Agreement.



1.1  Definitions:
Data Protection Legislation:  all applicable data protection laws including GDPR and any applicable national implementing laws, regulations and secondary legislation relating to the processing of Personal Data and the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426).


Data Subject:  an individual who is the subject of Personal Data.


GDPR: General Data Protection Regulation ((EU) 2016/679).


Personal Data:  means any information relating to an identified or identifiable natural person that is processed by the Processor as a result of, or in connection with, the provision of the services under the Services Agreement; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.


Personal Data Breach:  a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.


Processing: means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.


1.2 The Schedules form part of this Agreement and will have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.


1.3  A reference to writing or written includes email.


2.   PROCESSING PURPOSES  


2.1  The Controller and the Processor acknowledge that the Controller is the controller and the Processor is the processor and that the Controller retains control of the Personal Data and remains responsible for its compliance obligations under Data Protection Legislation.


2.2. Where the Processor appoints a subcontractor pursuant to clause 4 below, the Processor shall be a data controller in relation to such processing.


2.3 The Processor may process the Personal Data categories and Data Subject types set out in Schedule 1 of this Agreement. 


3.  PROCESSOR’S OBLIGATIONS  


The Processor shall:
- implement appropriate technical and organisational measures in such a manner that processing will meet the requirements of Data Protection Legislation and ensure the protection of the rights of the Data Subject, as further set out below in this Agreement;
only use subcontractors to help with the processing of Personal Data in the circumstances set out in clause 4 below;
- process the Personal Data only on documented instructions from the Controller, unless required to do so by Union or Member State law to which the Processor is subject; in such a case, the Processor shall inform the Controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
ensure that persons authorised to process the personal data (such as its employees) have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
- take the security measures set out in clause 5 below;
- taking into account the nature of the processing, assist the Controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Controller’s obligation to respond to requests for exercising the Data Subject’s rights as set out in clause 6 below;
- assist the Controller in ensuring compliance with the obligations set out in clause 7 below (data breach) taking into account the nature of processing and the information available to the Processor;
- at the choice of the Controller, delete or return all the Personal Data to the Controller after the termination or expiry of the Services Agreement and delete existing copies (unless Union or Member State law requires storage of the Personal Data);
- make available to the Controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 of GDPR and allow for and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller; 
assist the Controller in ensuring compliance with the requirement to carry out Data Protection Impact Assessments as set out in Article 35 of GDPR, taking into account the nature of processing and the information available to the Processor; 
- Designate a Data Protection Officer if required by Article 37(1) of GDPR and in accordance with the provisions of Articles 37, 38 and 39 of GDPR; and
immediately inform the Controller, if in the opinion of the Processor, an instruction from the Controller infringes Data Protection Legislation. 



The Processor will promptly comply with any request by or instruction from the Controller to process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.


The Processor will keep all Personal Data confidential and not disclose such data to third parties unless specifically authorised in writing by the Controller or as required by law.   If the Processor is required by law, court, regulator or supervisory authority to process or disclose any Personal Data, the Processor will first inform the Controller of this and allow the Controller to object or challenge the requirement, unless the law prohibits the Processor from informing the Controller.



SUBCONTRACTORS  


The Processor may only authorise a third party (“subcontractor”) to process the Personal Data if:
- the Processor has obtained the prior written consent from the Controller for each appointment of a subcontractor (or the subcontractor’s name is set out in Schedule A); and 
- the Processor has carried out appropriate due diligence on any subcontractor to ensure that the subcontractor can satisfy its contractual obligations; and
- the Processor and the subcontractor enter into a written contract containing terms the same as those set out in this Agreement, in particular, in relation to data security measures; and
- the Processor maintains control over all Personal Data it shares with the subcontractor; and
- the Processor ensures that the subcontractor does not process the Personal Data except on instructions from the Data Controller (unless required to do so by Union or Member State law); and
- the contract between the Processor and the subcontractor terminates automatically on termination of this Agreement.

The Processor shall be fully liable for the actions and inactions of the subcontractor and shall be responsible for the subcontractor’s performance of obligations.



5.  SECURITY  


5.1 The Processor shall, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including as appropriate: 
- the pseudonymisation and encryption of Personal Data;
- the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
- the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
- a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.


5.2 In assessing the appropriate level of security, the Processor shall take account in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed.


6. RESPONSES TO DATA SUBJECTS  


6.1 The Processor will put in place such technical and organisational measures as may be appropriate to enable the Controller to comply with the rights of Data Subjects under Data Protection Legislation, including the right of access, the right to rectification, the right to erasure, the right to restriction of processing, the right to data portability, the right to object to processing and the right to object to automated individual decision making.


6.2 If the Processor receives any complaint or other communication relating to the processing of the Personal Data or a Subject Access Request from a Data Subject, it must notify the Controller as soon as possible after it receives it and in any event within 3 working days and will provide the Controller with all reasonable assistance in helping the Controller to reply to such communications. 


6.3 The Processor will provide to the Controller such information as the Controller may reasonably require in order for the Controller to comply with the rights of Data Subjects under Data Protection Legislation. The Processor may not charge an additional amount for fulfilling its obligations under this clause 6.


6.4 The Processor will provide all appropriate assistance to the Controller to enable it to comply with any information or assessment notices served on the Controller by any supervisory authority under the Data Protection Legislation.


6.5 The Processor shall not disclose Personal Data to any third party other than at the Controller’s written request or as set out in this agreement or as required by law. 


7.  PERSONAL DATA BREACH  


7.1 If any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable (“Personal Data Loss”), the Processor will notify the Controller without undue delay (and in any event within 24 hours) after learning of such Personal Data Loss and the Processor shall to the extent possible restore any such data at its own expense. 


7.2 If the Processor becomes aware of any unauthorised or unlawful processing of the Personal Data or any Personal Data Breach, it will notify the Controller without undue delay (and in any event within 24 hours) including all relevant information such as:
(a) a description of the nature of the Personal Data Breach, the unauthorised or unlawful processing and/or the Personal Data Loss, including the categories and approximate number of both Data Subjects and Personal Data records concerned;
 (b)  the likely consequences; and
 (c)  description of the measures taken, or proposed to be taken, including measures to mitigate the impact.


7.3  The parties will co-ordinate and co-operate with each other to investigate any matters arising as contemplated by this clause. 


7.4 The Processor shall take all reasonable steps to mitigate the effects and reduce the impact of any Personal Data Breach or unlawful Personal Data processing.


7.5  The Processor agrees that it shall not (and the Controller is solely responsible to):
 (a)   provide notice of the Personal Data Breach to any Data Subjects, supervisory authorities, regulators, law enforcement agencies or any other third party, except when the Processor (as opposed to the Controller) is required by law or regulation to provide such notice; and
 (b)   offer any type of remedy to affected Data Subjects.


7.6   The Processor will cover all reasonable expenses associated with the performance of its obligations under this clause 7.


8.  CROSS-BORDER TRANSFERS OF PERSONAL DATA  


8.1 The Processor (or any subcontractor of the Processor) shall not transfer or otherwise process Personal Data outside the European Economic Area (EEA) without obtaining the Controller’s prior written consent (except where the Processor is required to transfer such data by Union or Member State law, in which case the Processor shall inform the Controller of such legal requirement before processing takes place, unless any law prohibits such disclosure on important grounds of public interest).


8.2 If the Controller consents to the transfer or other processing of the Personal Data outside of the EEA and no appropriate safeguards exist (such as an adequacy decision or the Processor being part of the EU-US Privacy Shield), the Processor and the Controller will each execute the European Commission’s Standard Contractual Clauses for the transfer of Personal Data from the European Union to processors established in third countries (controller-to-processor transfers), as set out in the Schedule to Commission Decision 2010/87/EU (“SCCs”). 


8.1 If the Processor is based outside of the EEA and is not established within a country for which there is an adequacy decision and the Processor is not part of the EU-US Privacy Shield, the Processor shall, prior to any Personal Data relating to data subjects within the Union being transferred to it, execute the European Commission’s Standard Contractual Clauses (controller-to-processor transfers), as set out in the Schedule to Commission Decision 2010/87/EU (“SCCs”).


8.2 if the Processor appoints subcontractors that are based outside of the EEA, the Processor shall, prior to any Personal Data being transferred to such countries, (i) ensure that such subcontractor executes the SCCs and (ii) send a copy of such executed SCCs to the Controller. 

9.  TERM AND TERMINATION  


9.1  This Agreement will continue for so long as the Processor processes any Personal Data related to the Services Agreement (Term).


9.2  If the Processor breaches this Agreement, such breach shall constitute a material breach of the Services Agreement and the Controller may terminate the Services Agreement immediately on written notice to the Processor without further liability or obligation for the Controller.


10.  DATA RETURN AND DESTRUCTION  


10.1  The Processor will, on the request of the Controller, provide the Controller with a copy of or access to the Personal Data in its possession or control in the format and on the media reasonably specified by the Controller.


10.2  On termination or expiry of the Services Agreement, the Processor will at least 7 days prior to the date of expiry or termination ask the Controller whether the Controller wants the Personal Data to be deleted, destroyed, returned or retained and shall follow the Controller’s instructions accordingly. 


10.3  If the Processor is required by any law, regulation, or government or regulatory body to retain any documents or materials, the Processor will inform the Controller in writing of such requirement, providing details of the legal basis for retention and setting out the timings for deletion when such retention period ends. 


10.4  If the Controller requires the Processor to delete or destroy certain documents or materials or anything else containing Personal Data,  the Processor shall certify in writing that it has so deleted or destroyed the Personal Data within 3 days of doing so.


11.  RECORDS  
The Processor will keep detailed, accurate and up-to-date written records regarding any processing of Personal Data it carries out for the Controller, using the schedule set out in schedule 3 or in such form as the Controller may require from time to time (Records) and shall send the Records to the Controller on a monthly basis (or such other period as required by the Controller).


11.2  The Processor will ensure that the Records are sufficiently detailed to enable the Controller to confirm the Processor’s compliance with its obligations under this Agreement and Data Protection Legislation.


11.3  The Controller and the Processor shall review the information listed in the Schedules to this Agreement at least once a year to confirm their current accuracy and update them when required to reflect current practices.


12.  AUDIT  


12.1  The Controller (and any third-party representatives) may audit the Processor’s compliance with its obligations under this Agreement and the Processor will give the Controller (and its third-party representatives) all necessary assistance and co-operation to conduct such audits. 


12.2  If a Personal Data Breach occurs, or the Processor becomes aware of a breach of any of its obligations under this Agreement or any Data Protection Legislation, or if the Controller so requires it, the Processor will:
 (a)  conduct its own investigation to confirm the cause of such Personal Data Breach or breach of obligations;
 (b)  provide to the Controller a written report on the investigation including any proposals to remedy any problems identified by the investigation; and
(c)  remedy the problems identified within 7 days of the date of the written report.


On the Controller’s written request, the Processor will audit a subcontractor’s compliance with its obligations regarding the Controller’s Personal Data and provide the Controller with the audit results.


 The Processor will carry out an annual security audit (or at such other periods required by the Controller) identifying any areas of deficiency (when taking into account the scope and nature of the processing of Personal Data and the best practice technologies available at such time) and will provide the written report to the Controller. 


13.  WARRANTIES  


The Processor warrants and represents that:
 (a)  its employees, subcontractors, agents and any other person or persons processing Personal Data on its behalf are reliable and trustworthy and have received the required training on the Data Protection Legislation;
 (b)  it and anyone operating on its behalf will process the Personal Data in compliance with the Data Protection Legislation and;
 (c)  it has no reason to believe that the Data Protection Legislation prevents it from providing any of the Services Agreement’s contracted services.


14.  INDEMNIFICATION  


14.1  The Processor agrees to indemnify and keep indemnified the Controller against all costs, claims, damages, expenses or any other liability (including reasonable professional fees) incurred by the Controller (or for which the Controller may become liable) due to any failure by the Processor or its employees, subcontractors or agents to comply with any of its obligations under this Agreement or the Data Protection Legislation.


14.2  Any limitation of liability set out in the Services Agreement will not apply to this Agreement’s indemnity.


15.  NOTICE  


15.1  Any notice or other communication given to a party under or in connection with this Agreement must be in writing and delivered to:
    For the Controller: Annette Ferguson at email annette@annetteandco.co.uk
    For the Processor: Annette Ferguson at email annette@annetteandco.co.uk


15.2  Clause 15.1 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.


 16. GOVERNING LAW 


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


12. Confirmation of Terms

Please e-sign below to indicate that it is in accordance with your understanding of the arrangements. This will be effective for future years unless we advise you of any change.

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