Terms and Conditions - Accounts Examination
These terms tell you the rules for using the Stewardship Accounts Examination Services (Accounts Examination Services). By using the Accounts Examination Services, you agree to be bound by the following terms and conditions (the Terms).
We recommend you review these Terms each time you use the Accounts Examination Services.
1.1 We are Stewardship Services (UKET) Limited (Stewardship, we, us). We are a mission focussed Christian charity working to strengthen churches and Christian charities. We are a private company limited by guarantee registered in England and Wales with company number 00090305 and registered charity number 234714.
1.2 To contact us please use any of the following details:
- Email: [email protected]
- Address: Stewardship, 1 Lamb’s Passage, London EC1Y 8AB
- Phone: +44 (0)20 8502 8570
The following terms and conditions (the Terms) apply to all accounting services engagements accepted by Stewardship as defined in the applicable letter of engagement. All work carried out is subject to these Terms, except where changes are expressly agreed in writing.
Stewardship provides the Accounts Examination Services to you on the basis of these Terms in conjunction with the applicable letter of engagement and Service Level Agreement. These Terms may be updated by Stewardship from time to time by posting the updated Terms on the Stewardship website (https://www.stewardship.org.uk/accounts-examination) and we recommend you review these Terms each time you use the Accounts Examination Services.
These Terms will remain effective from one appointment to another until they are replaced.
Each of the parties shall have the right to terminate their respective obligations under an engagement on 30 days’ prior notice. If you terminate an engagement, you shall remain obligated to pay all our fees computed as described, invoiced up to the effective date of termination. If we terminate an engagement, you shall remain obligated to pay all our fees, computed as described below, invoiced up to the effective date of termination.
Our fees are computed on the basis of time spent on your affairs by our staff, and on the levels of skills and responsibility involved. Our terms relating to payments of amounts invoiced are strictly 30 days net. All queries on fee accounts rendered by us must be raised in writing before the due date of payment.
Any account received by you and not queried in writing prior to the due date of payment will be deemed to be accepted as a reasonable charge for the work. We reserve the right to levy finance charges at 3% above Lloyds TSB base rate on overdue fees. In some circumstances, commissions or other benefits may become payable to us, in respect of introductions to other professionals or transactions which we arrange for you
5.1 Nothing in the Terms shall limit our liability for: (i) death or personal injury caused by our negligence, (ii) fraud or fraudulent misrepresentation; or (iii) otherwise to the extent such liability cannot be excluded or limited under applicable law
5.2 Subject to clause 5.1, we shall not have any liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (i) loss of profit; (ii) loss of goodwill; (iii) loss of business; (iv) loss of business opportunity; (v) loss of anticipated saving; (vi) loss of data; or (vii) special, indirect or consequential damage or loss arising under or in connection with these Terms.
5.3 We exclude all implied conditions, warranties, representations or other terms that may apply to your use of the Accounts Examination Service.
5.4 Our liability for any work carried out on your behalf or for any advice we may provide will be limited to a multiple of 10 times our fees for that work or advice.
6.1 In this clause, [6. Data protection] the following definitions shall apply:
6.1.1 ‘client personal data’ means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement letter with you;
6.1.2 ‘data protection legislation’ means all applicable privacy and data protection legislation and regulations including 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;
6.1.3 ‘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.
6.2 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.
6.3 We shall only process the client personal data: (i) in order to provide our services to you and perform any other obligations in accordance with our engagement with you; (ii) in order to comply with our legal or regulatory obligations; and (iii) where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subjects’ own privacy rights.
6.4 For the purpose of providing our services to you, pursuant to our engagement letter, we may disclose the client personal data to our regulatory bodies or other third parties (for example, our professional advisors or service providers).
6.5 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:
- 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;
- 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 (currently the Information Commissioner’s Office); or
- 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 which is likely to result in a high risk to your rights and freedoms.
6.6 Should you require any further details regarding our treatment of personal data, please see our privacy notice at https://www.stewardship.org.uk/transparency/privacy
We confirm that where you give us confidential information, we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to our engagement. Work may be sub-contracted to other individuals or organisations to assist in providing you with a comprehensive, efficient and cost-effective service. This will only be to individuals or organisations that we consider to be appropriate both professionally and ethically and the results of their work will be supervised by us.
8.1 Each party shall not engage in any activity, practice or conduct in breach of any anti-bribery and/or anti-corruption laws including, but not limited to, the UK Bribery Act 2010.
8.2 Each party shall cooperate and assist upon request by the other party with any and all dealing with any relevant regulatory authority and shall otherwise cooperate with any regulatory authority.
8.3 Our files and records may be subject to inspection by professional bodies and other regulatory bodies. We will provide officials and representatives of such bodies with information and explanations that they may reasonably require in accordance with their rights and powers under such applicable law.
8.4 Proceeds of Crime Act 2002 and Money Laundering Regulations 2007. Stewardship, in common with all accountancy practices and other businesses in the financial and professional sector, is required to:
- Maintain identification procedures for all new clients;
- Maintain records of identification evidence;
- Report, in accordance with the legislation and regulations, to the National Crime Agency.
9.1 Without limiting our other rights or remedies, either party may terminate the Contract with immediate effect by notifying the other party in writing if the other party:
- Commits a material breach of any term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 20 days after being notified in writing to do so;
- Takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on its operations; and
- Suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its operations.
9.2 Stewardship may terminate the Contract with immediate effect by notifying you in writing if:
- The relevant UK charity regulator (the Charity Commission for England and Wales, the Office of the Scottish Charity Regulator or the Charity Commission for Northern Ireland), HMRC or any other regulatory authority, for any reason, takes regulatory action against you; or
- You amend, change or otherwise update your charitable objects so that they are no longer compatible with our Christian charitable objects and/or statement of faith.
9.3 Clauses which expressly or by implication survive termination shall continue in full force and effect.
As required by all UK charity regulators and during the course of our work we shall collect information from you and others acting on behalf of the charity, and we shall return any original documents to you following completion of work. We are required by all UK charity regulators to include within our working papers any relevant information that we have relied upon or considered in carrying out our examination.
This may include bank statements, trustee minutes, Gift Aid claims or other documents which we must hold for six years from the end of the period to which they relate. Whilst certain documents may legally belong to the charity, we intend to destroy correspondence and other papers that we store which are more than seven years old. If you require retention of any document, you must indicate that fact to us.
You are responsible for setting up internal policies and procedures for your staff to comply with GDPR and data protection regulations in order to safeguard information that is processed and stored whether electronically or manually.
Specifically, you are responsible for:
- Ensuring that adequate back-up systems are in place and are fully tested (and that these are regularly performed); and taking back-up copies of your data before and after any work done by ourselves;
- Ensuring that there is appropriate access security to protect sensitive information from unauthorised access. Access rights for our staff and consultants should only be those which are sufficient to enable them to carry out the work required of them;
- Protecting your system against virus infection and corruption, from all sources, both internal and external;
- Having adequate hardware and software maintenance agreements in force;
- Ensuring that there are adequate resources (e.g. disc space, licences, etc.) for operation of the system.
- Advising those providing you with personal data of their rights.
Email may 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. Internet communications are capable of data corruption (including ‘spoofing’ and viruses) and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining other written confirmation of it.
We do not accept responsibility for any errors or problems that may arise through the use of internet communication and the risks connected with sending commercially or otherwise sensitive information relating to your charity are borne by you. If you do not agree to accept this potential risk, you should notify us in writing that e-mail is not an acceptable means of communication and we can provide you with alternative methods. It is the responsibility of the recipient to carry out a virus check on any attachments received.
If you have any questions or complaints about the Accounts Examination Services or the quality of our advice, or any feedback on how the Accounts Examination Services could be improved, please contact us using any of the contact details above.
In the unlikely event you are dissatisfied with the service you are receiving, we undertake to look into any complaint carefully and promptly in accordance with our Complaints Policy (https://www.stewardship.org.uk/transparency/making-complaint), and to do all we can to explain the position to you. If we have given you a less than satisfactory service, we undertake to do everything reasonable to put it right.
As part of our mission to strengthen Christian causes, during our examination we may recommend other services that Stewardship provide which we believe will be of interest or benefit to your charity. If you choose to engage in any other services offered by Stewardship, it will be the subject of a separate contract and terms and conditions.
Any notice given to a party under or in connection with these Terms shall be in writing, and shall be sent to the respective party personally or by prepaid first class post or recorded delivery to the address specified in these Terms above, and where no such address is given, at their principal place of operation. All notices shall be deemed to have been duly received however delivered at 10.00am on the second day after posting or delivery. This clause does not apply to the service of any proceedings or other documents in any legal action, or other method of dispute resolution.
16.1 Force Majeure - neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under it, excluding any obligation to pay sums due under these Terms, if such delay or failure results from an event, circumstance or cause beyond its reasonable control. If the period of delay or non-performance continues for more than 4 weeks, the party not affected may terminate these Terms by giving 7 days' written notice to the affected party.
16.2 Assignment - (i) You shall not, without the prior written consent of Stewardship, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract. (ii) Stewardship may at any time assign, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
16.3 Variation and Waiver - No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives). No delay or omission by Stewardship in exercising any of its rights or remedies under these Terms or under any other applicable law on any occasion shall be deemed a waiver of such rights or remedies.
16.4 Severance – If any provision of these Terms is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of these Terms shall continue in full force and effect.
16.5 Entire Agreement – (i) these Terms, the Letter of Engagement and the Service Level Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. (ii) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
16.6 No Partnership – Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
16.7 Third Party Rights - This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
16.8 Governing Law and Jurisdiction – These Terms and the rights and obligations of the parties to the Contract shall be governed, interpreted and construed solely in accordance with English Law and shall be subject to the exclusive jurisdiction of the Courts of England and Wales.