Terms and Conditions
These terms (“the Terms”) govern our agreement with you in relation to all GoDigital services that you subscribe to and that we agree to supply to you from time to time (“the Services”) subject to any additional terms that may be set out in the service descriptions of any Add-Ons (as defined in these Terms) as they apply to you. These Terms may be updated from time to time and any changes will be binding on you. You agree to review these Terms regularly and we are entitled to treat your continued access to or use of the Services as confirmation that you agree to the changes.
We have included a short Summary after each section for your convenience.
1.1 We are Go Digital Accounting Ltd (“GoDigital”, “us”, “we” and “our”). We are a company registered in England and Wales under company number 10844546 and our business address is at 71 High Street, Fishguard, Pembrokeshire SA65 9AW.
1.2 These terms and conditions (“Terms”) apply to you, our client, (“Client” “you” and “your”), when you use any of the GoDigital services (whether on the basis of a trial or by paid monthly, one off or annual subscription) featured on our website www.GoDigitalaccounting.com (“the Site”) and, to the fullest extent applicable, to any services which you are introduced to via the Site which are provided by third parties “the Services”).
1.3 Definitions In these Terms, the following definitions apply:
- Business Day:
a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
the charges payable by clients for the supply of the Services and, where applicable, the GoDigital Packaged Services and Add-Ons (which are payable in addition) in accordance with clause 7.
- Commencement Date:
has the meaning set out in clause 2.2.
the contract between GoDigital and the Client for the supply of the Services in accordance with these Terms.
- GoDigital Account:
means a current subscription to the Services providing access to the GoDigital Software and for delivery of the Services and enabling subscription to all Services.
- Mobile App:
means the Android mobile app, which provides access to certain functionality within the GoDigital Software.
- GoDigital Packaged Services and Add-Ons:
GoDigital Standard, GoDigital Optimum and GoDigital Delux service packages and any and all other value added services (as detailed in the individual Service Descriptions featured on the Site) other than the GoDigital Standard Service accessed via your GoDigital Account whether supplied directly by GoDigital or its subcontractors or via applications developed independently by third parties in collaboration with GoDigital (or otherwise). Such Add-ons may be purchased on the basis of an additional subscription or one off payment governed by these Terms and the Special Terms or separate contracts with third parties who are introduced by GoDigital in relation to those services from time to time.
- Proprietary Software:
means the software developed to provide the functionality for the Services accessed via the GoDigital Account.
- GoDigital Standard Service:
the standard accountancy service provided by GoDigital as more particularly described in clause 3 including access to the GoDigital Software, account management support and general accountancy guidance in relation to the same.
- Group Company:
means, in relation to GoDigital only, any corporate entity forming part of its “group” of companies as defined in section 1162 of the Companies Act to include the definitions of “parent undertaking” and “subsidiary undertaking” prescribed therein.
- Intellectual Property Rights:
patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- Service Descriptions:
the individual service descriptions for the Add-Ons or the GoDigital Packaged Services as featured on the Site or emailed from time to time. Such Service Descriptions may contain additional contractual terms (“Special Terms”) to govern use which shall be binding on you.
any and all of the GoDigital Standard, Optimum or Delux Services, the GoDigital Packaged Services and the Add-Ons as they apply to your GoDigital Account.
- Special Terms:
means any specific terms applicable to the GoDigital Packaged Services or the Add-Ons which are effectively incorporated into the Contract and shall be binding on the Client by express reference in the relevant GoDigital Packaged Services or Add-On Service Description. In the event of a conflict between these Special Terms and the Terms, the Terms shall prevail.
these terms and conditions as amended from time to time.
1.4 Construction. In these Terms, the following rules apply:
- a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
- a reference to a party includes its personal representatives, successors or permitted assigns;
- a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
- any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
- a reference to writing or written includes faxes and emails.
- a reference to the Services, where the context so requires it, (i.e. when the GoDigital Standard Service, the GoDigital Packaged Services and the Add-Ons are referred to collectively), includes the GoDigital Standard Service, the GoDigital Packaged Services and Add-Ons.
To become a GoDigital client you must agree to these Terms of Service. They set out the legal agreement between you (the Client) and us (GoDigital). The Terms are updated from time to time and you will accept the changes by continuing to use the Services (see below)
- Formation of Contract
2.1 Your application for a GoDigital Account constitutes an offer by you to purchase the Services in accordance with these Terms.
2.2 Your application shall only be deemed to be accepted when we issue written acceptance of the application at which point and on which date the Contract shall come into existence (Commencement Date). By applying for a GoDigital Account to be created, you warrant that you are authorised to enter into this Contract.
2.3 We reserve the right, at our discretion, not to accept an application to create a GoDigital Account. This may be due to technical constraints, because you or your business has been banned by us from using the Services, we have been unable to adequately confirm your identity or for any other reason. No charge will be made for declined applications.
2.4 The acceptance of your application is based on the trading activity and company structure described when first signing up to the Services. If your trading activities or company structure change the Services may not be right for you and we may not be able to continue to provide the Services to your company. In this instance we would reserve the right to issue a disengagement letter and cease to act for you.
2.5 The Services cater for private limited companies with up to a maximum of 4 Directors and up to maximum 4 shareholders, and no more than 10 employees (inclusive of Directors).
2.6 If you have already been trading as a private limited company and used an agent to look after your company’s accounting activities previously we will contact them to gain professional clearance and obtain your historical data, which we are required to do immediately upon you entering into the Contract with GoDigital.
2.7 These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.8 As a subscriber to the GoDigital Standard Service you may add the GoDigital Packaged Services and Add-Ons to your GoDigital Account from time to time and all such Services will be governed by these Terms and the Special Terms where applicable.
Before you register we will perform identity checks and make sure your business is appropriate for GoDigital. If we are unable to verify your identity or your business is, or becomes, unsuitable, you may not be able to become a GoDigital client.
If you are moving from another accountant we will need to contact them to get professional clearance and to arrange for the transfer of your records and you consent to us doing so.
- The Services
3.1 GoDigital shall supply the Services to you in accordance with these Terms in all material respects.
3.2 GoDigital shall have the right to make any changes to the Services which are necessary to comply with any applicable law, or which do not materially affect the nature or quality of the Services, and we shall notify you in any such event.
3.3 GoDigital warrants to you that the Services will be provided using reasonable care and skill.
3.4 In providing general accountancy services, as part of the Services, we may delegate certain tasks or subcontract part or all of the contractual performance, at our sole discretion, to another Group Company; or to suitably qualified third parties. In all cases and at all times, GoDigital shall retain responsibility to you for the performance of these general accountancy services.
3.5 GoDigital enables access to the GoDigital Software, which is also accessible via the mobile App..
3.6 GoDigital provides the following:
- Private Limited Company Year End Accounts:
- Preparation of your company’s year-end annual financial statements;
- Preparation of annual abbreviated accounts for your approval and online submission to Companies House.
- Corporation Tax
- Completion of a CT600 and tax computation based upon the annual accounts;
- Presentation of CT600 for your approval and online submission to HMRC;
- Dealing with routine HMRC correspondence (please note that this does not include an HMRC enquiry, full or aspect).
- Paying Your Directors
- PAYE Scheme registration for new private limited companies.
- Salary calculations based on drawings up to the annual National Insurance threshold for all directors (NB, If a higher salary, or IR35 calculations are required this would fall under our GoDigital Payroll Service, which is an additional paid for service).
- Production of director’s pay-slips.
- Creation of monthly RTI payroll runs for your online submission to HMRC.
- General advice on PAYE, NI and tax coding for all directors.
- SSP, SMP and other statutory calculations of payments or deductions.
- Preparation of annual PAYE final submission for approval and online submission to HMRC
- Production of a P60 for all directors.
- Preparation of P11D and forms P11Db for all directors for approval and online submission to HMRC.
- Dealing with routine HMRC correspondence. (Please note that this does not include an HMRC enquiry, full or aspect).
- Production of dividend vouchers and related company minutes.
- Cash accounting VAT calculations (standard and flat rate VAT schemes only);
- Calculation of quarterly VAT returns, if registered.
- Presentation for your approval and online submission of returns to HMRC.
- Notifying HMRC of any changes in your VAT registration.
- Dealing with routine HMRC correspondence; (please note that this does not include an HMRC enquiry, full or aspect).
- Agent for online VAT filing with HMRC (excluding VAT inspections).
- All VAT Returns are filed online and payment must be made electronically. Excludes completion of EC Sales List.
- Companies House
- Changes to officer and company information;
- Use of the GoDigital office address for use as your company’s registered office address;
- Preparation for approval and filing of Confirmation Statement.
Filing fees are recoverable from the Client.
- Penalties and interest
- Assistance with penalty appeals in the accounting period in which you are subscribed to the Service, unless such penalties are a result of your inaction in which case there may be an additional charge.
3.7 You are legally responsible for ensuring that the data in your RTI payroll submissions are correct and that the submissions are 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.
3.8 You must have a currently active GoDigital Account in order for us to file any company returns, this includes PAYE end of year returns, which require filing at specific times in the calendar year. If you choose to leave the GoDigital Standard Service before these filings are due, and have not made specific arrangements with GoDigital, you will need to make your own arrangements.
3.9 You will be notified of annual company return filing deadlines in advance by email, or via messages in your GoDigital Account. We cannot be held responsible for any late filing fees or penalties caused once notification has been sent.
3.10 Subscriptions to the GoDigital Packaged Services and Add-Ons via your GoDigital Account shall be subject to these Terms and any Special Terms set out in the applicable Service Description featured on the Site.
GoDigital Dormant Service and Company Closure
3.11 GoDigital provides a service for companies stopping trading, whose directors and shareholders do not wish to close their company and who require a limited amount of support (the ‘GoDigital Dormant Service’). The level of support to be provided will be agreed between you and us at the time you elect to engage the GoDigital Dormant Service and the applicable charges are paid (currently £100 to make the company dormant Standard £10 per month subscription fee).
3.12 In order to use the GoDigital Dormant Service you will have needed to have finalised your previous year’s company accounts and at the end of your period of dormancy supply GoDigital with a copy of your bank statements for all business accounts to confirm the company has been dormant.
3.13 The GoDigital Dormant Service provides for the following:
- GoDigital accounting software: Restricted access to an online GoDigital Account
- No facility to raise invoices, or record expenses other than those HMRC deem allowable as a non-trading company.
- Private Ltd company ‘Dormant’ Year End Accounts
- Preparation of your company’s year-end annual Financial Statements.
- Preparation of annual Abbreviated Accounts for your approval & online submission to Companies House.
- PAYE (if PAYE Scheme remains open)
- Creation of monthly RTI payroll runs for your online submission to HMRC
- Preparation of annual PAYE final submission for approval and online submission to HMRC
- Production of a P60 for all directors
- Preparation of P11D and forms P11Db for all directors for approval & online submission to HMRC.
- VAT (if VAT registration continues)
- Cash accounting VAT calculations (Standard & Flat rate VAT schemes only)
- Calculation of quarterly VAT returns, if registered.
- Presentation for your approval and online submission of returns to HMRC
- Agent for online VAT filing with HMRC. (Excl. VAT inspections (please note that this does not include an HMRC enquiry, full or aspect)).
- Companies House
- Use of the GoDigital office address for use as your company’s Registered Office Address.
- Confirmation Statement (additional Companies House filing fee applies)
3.14 Re-engagement to GoDigital Standard Service: During a period of dormancy if the company starts trading you must notify us and you will be required to re-engage to the GoDigital Standard Service. Re-engaging the GoDigital Standard Service will incur a re-engagement fee, and could involve making up any missed GoDigital Standard Service subscription payments if it occurs during the accounting year in which you’re subscribed to the GoDigital Dormant Service.
3.15 Termination: If you decide to leave GoDigital partway through a dormant company year, you will be required to make up a full year of GoDigital Dormant Service subscription payments in order for a set of dormant accounts to be produced.
3.16 Company Closure Service:GoDigital also provides a service to assist you in closing down your company (for a fee of £200 which must be paid in advance) which will follow substantially the same procedure as that set out in clause 3.11 with the additional requirement that you will need to complete a DS01 form ensuring all company directors, if more than one, sign. GoDigital currently requires the hard copy back from you whereupon we shall act as your agent in writing the £10 cheque and remitting this to Companies House once the accounts have been finalised.
Sometimes we will introduce features, change existing features, or have to change our service to comply with the law (e.g. altering tax rates). We will always tell you about changes.
Our service includes the following:
- Access to our online accounting software
- Preparation and filing of Year End Accounts
- Preparation and filing of Corporation Tax return
- PAYE scheme formation and RTI payroll filings
- Production of dividend vouchers
- VAT registration (if applicable) and returns
- Use of GoDigital as registered office address
- Preparation and filing of Annual Confirmation Statement
- Assistance with penalty appeals (unless penalties result from inaction on your part)
We provide a dormant company service, and can help you close down your limited company if necessary – more details available on request.
In providing general accountancy services, we may subcontract certain basic tasks to third parties.
- Accountancy Advice
4.1 Your subscription to the GoDigital Standard Service allows for the provision of general accountancy guidance only and this is restricted to the limited company which subscribes to the GoDigital Standard Service only. For specific matters relating to issues such as IR35 compliance, broad advice will be offered and additional services recommended. GoDigital recommends that you seek specialised advice on specific matters whether by subscribing to the GoDigital Packaged Services and Add-Ons or by seeking advice from an alternative source.
4.2 In providing any general accountancy guidance relevant to the GoDigital Standard Service and for the provision of accountancy advice in conjunction with the GoDigital Packaged Services, the Add-Ons and the Services generally we may delegate certain tasks or subcontract part or all of the contractual performance to GoDigital Accounting Ltd or, at our sole discretion, to any other Group Company or suitably qualified third party provided always that we shall retain responsibility to you for the performance of the same.
4.3 GoDigital Accounting Ltd is regulated by the Institute of Chartered Accountants of England and Wales (ICAEW) and is required to observe the bye-laws, regulations and ethical guidelines of that Institution. GoDigital (like all reputable professional practices) are covered by professional indemnity policies the details of which are available for inspection at our office upon reasonable notice.
4.4 We are not authorised by the Financial Conduct Authority (FCA) to conduct Investment Business. If you require investment business services, we will refer you to a firm authorised by the FCA.
4.5 For the avoidance of doubt, it is our policy to confirm in writing advice upon which you may wish to rely. This means that if you wish to rely upon any initial advice or guidance which may be given to you verbally no decision should be taken on the matter until you have requested, received and considered specific advice from us in writing.
We can only provide advice for the limited company registered for our services. We can provide advice on plenty of subjects, but sometimes we will refer you to a third party to make sure you get the best support.
We are regulated by the ICAEW and observe the bye-laws, regulations and ethical guidelines that Institution.
- Client’s Obligations
5.1 You shall:
- co-operate with GoDigital in all matters relating to the Services including complying with any and all reasonable instructions provided by GoDigital in relation to the same;
- provide GoDigital with such information and materials as GoDigital may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
- ensure that GoDigital has complete and accurate information to keep your GoDigital Account up-to-date at all times throughout the subscription period, including any changes to company structure, trading activity, business address, and personal contact details etc.;
- keep your GoDigital Account up to date with all trading activities, including entering all invoices and expenses, recording withdrawals and payments, reconciling with your company bank and credit card statements on a regular basis, filing your VAT returns, if you are registered and filing RTI submissions when required, through your GoDigital Account;
- if you are advised you are within IR35, advise us accordingly. You will then be required to take up the paid for GoDigital Payroll service so that we prepare the appropriate ‘deemed payment’ calculations. It is your responsibility to request an IR35 Contract Assessment or IR35 Full Status Review and dependent on the level of service you selected this may be subject to an additional charge. Unless we receive instructions from you to the contrary, or you request an review we will always treat you as outside IR35 and your GoDigital Account will reflect this status;
- ensure that the Services are not abused or used for any immoral or illegal purpose or in any way that would bring GoDigital into disrepute;
- remain solely and fully responsible for any breach of your obligations under these Terms and the consequences of any such breach. You expressly acknowledge that GoDigital has no responsibility to you or to any third party for such breaches or the consequences of such breaches and you shall indemnify GoDigital in relation to the same in accordance with clause 13.8;
- open a business bank account for your company;
- ensure that your GoDigital accounting records are fully reconciled at least 30 days before the financial accounts filing deadline, which is the end of the eighth month after the relevant year end; and
- notify us of an intention to cancel your GoDigital Account at least 30 days before the next, related direct debit payment is due to be processed.
5.2 You shall not:
- give any illegal or improper bribe, kickback, payment, gift, or thing of value to any of our employees or agents in connection with the Services;
- use any feature of the Services in any way that might infringe the rights or privacy of other users of the GoDigital Services (by hacking or other malicious means or otherwise);
- impersonate any person or entity, or falsely state or otherwise make available content that contains software viruses or any other computer code, files or programs that could interrupt, destroy or limit the functionality of the software, hardware or telecommunications equipment of GoDigital, its users or affiliates;
- reproduce, copy, sell, trade or resell all or any part of the Services for any purpose.
5.3 If GoDigital’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
- GoDigital shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays GoDigital’s performance of any of its obligations;
- GoDigital shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from GoDigital’s failure or delay to perform any of its obligations as set out in this clause 5.3; and
- the Client shall reimburse GoDigital on written demand for any costs or losses sustained or incurred by GoDigital arising directly or indirectly from the Client Default.
5.4 It is wholly your responsibility for the accuracy and completeness of the data entered into the GoDigital Software and we are wholly dependent upon your entering this in a timely way, and any information or explanations we receive from you. We are under no obligation to specifically identify missing or incomplete information.
5.5 If you have accounts from previous years that have not yet been finalised and we do not have opening balances from these periods your GoDigital Account will not be a true reflection of your current financial status until we have this information.
5.6 If you start to use the Services midway through your current trading year you will be required to enter any trading activities already undertaken into your GoDigital Account, or use our switching service.
5.7 GoDigital will start acting as your accountant for the financial year in which the Commencement Date falls. Any previous year’s accounts must be completed and filed by your previous agent if you have one, or arrangements can be made separately to perform these activities with GoDigital.
5.8 If your previous year’s accounts have not been filed, and opening balances are not entered into the GoDigital system by the time your first Year End Accounts are due to be filed by GoDigital we will be unable to file them. Any fines or penalties resulting from this will not be the responsibility of GoDigital.
5.9 Company directors are responsible for the registration, completion and filing of their own annual Self-Assessment Tax returns. GoDigital can assist with registration and offers a separate paid for Personal Tax service for the completion and filing of returns.
5.10 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.
5.11 For the avoidance of doubt you are solely responsible for all tax liabilities, interest, penalties and the costs of defending your status regardless of the outcome of an IR35 Contract Assessment or IR35 Full Status Review and / or the subsequent status determined by a tribunal or other hearing.
A good relationship between us and you is key to making sure you get the best service possible. As a GoDigital client you agree to:
- Work with us in providing the services and listen to our requests
- Provide us with all the information we need
- Make sure we are always notified of changes to your company
- Keep your accounts and regulatory filings up to date through our online accounting software
- Advise us if you are inside IR35
- Open a business bank account for your company
- Ensure that your GoDigital accounting records are fully updated and reconciled at least 30 days before the financial accounts filing deadline (the eighth month after your year end)
- Notify us that you want to cancel your GoDigital services at least 30 days before your next payment is due.
You will not:
- Use our services for anything illegal
- Try to hack or compromise our services
- Do anything to disrupt services for other clients
- Copy or resell any part of our service
- Give anything of value to our employees in connection with our services
If you prevent us from delivering our service (through inaction or wrongful action):
- We may cancel your subscription
- You will be liable for any losses
Ultimately you, as the director of your company, are responsible for its administration and the accuracy and completeness of the data you give us. We will assist you as best we can, but we are a service provider and not responsible for tax liabilities, interest, penalties etc.
- Access, Security and Data Protection
6.1 You will not be able to use the GoDigital Software and use the Services without a username, password and memorable word.
6.2 Access to GoDigital software can be achieved by installing the relevant mobile app from the app store.
6.3 You are ultimately responsible for administering and safeguarding any passwords and memorable words created to control access to your GoDigital Account and your use of the GoDigital Software. Please keep any password issued to you secure. If you choose to give another party access to your GoDigital Account you do so at your own risk and you shall remain liable to GoDigital for complying with these Terms for the use of the GoDigital Software and the Services and you shall indemnify GoDigital in relation to any loss, damage or claim that may be suffered, incurred or brought as a result.
6.4 GoDigital staff does not have access to any Client passwords or memorable words. Read only access to your GoDigital Account is available to specific staff members but is strictly controlled by passwords and IP address restrictions. The use of this access is for assisting you with the GoDigital Software and your GoDigital Account. and offering support when necessary.
6.5 GoDigital accountants do not have editing access to your GoDigital accounting records without your authentication and permission, save that our accountants will access your GoDigital accounting records to make necessary adjustments and GoDigital staff will have full access to your GoDigital accounting records, with your authority, to undertake the Bookkeeping Service. This access would be sought in exceptional circumstances and would not involve you having to reveal any of your login details. GoDigital accountants do have access to make adjustments in certain of the ledgers in your GoDigital accounting records.
6.7 The use of GoDigital software requires a compatible device and internet connection. Please note that we cannot guarantee that GoDigital software will operate with all mobile devices. Be aware that deleting the ‘GoDigital’ app does not constitute termination of contract. This will simply uninstall GoDigital from your device and your account will remain active.
To use GoDigital you must log in with a username, password, and memorable word. We do not have access to passwords and memorable words. Account security is your responsibility, so keep this information safe!
In cases where we need to access your account, we are able to do so securely without requesting your login credentials. We will always ask your permission first.
All correspondence from HMRC and Companies House is scanned and securely disposed.
All transfers of your data between our servers and any external environment is encrypted and processed in accordance with the Data Protection Act 1998.
- Charges and Payment
7.1 Your subscription – Charges and Payment Terms: A subscription Charge for use of the Service is payable monthly in advance by the Client. The subscription rates are posted on our website and we may vary these from time to time. Prices on our website are quoted in UK pounds Sterling and exclude VAT.. You will be notified of any changes to our current price plan. It is a requirement that all Clients agree to have a direct debit set up for payment of monthly subscription fees.
7.2 Additional Charges are payable for the GoDigital Packaged Services and Add-Ons which fall outside of the scope of the Service (such as £10 Standard VAT monthly for the GoDigital Payroll Service and £13 for filing your Confirmation Statement with Companies House to cover the web filing cost) and the amounts payable shall be posted on our website from time to time and the current rate shall be notified to the Client in advance of subscribing to the applicable GoDigital Packaged Services or Add-Ons. Other costs will apply for shareholding changes, company name changes, references and closing your company. If you require a specific additional service please ask your Accountant for details.
7.3 The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). GoDigital may at any time, without limiting its other rights or remedies, set-off any amount owing to it by the Client against any amount payable by GoDigital to the Client.
7.4 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by GoDigital to the Client, the Client shall, on receipt of a valid VAT invoice from GoDigital, pay to GoDigital such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
7.5 A set-up fee will be charged when signing up for the Service. This fee will be dependent on whether you require us to form a limited company or, you already have a limited company and then the closeness to your existing company’s year-end.
7.6 The Services rely upon the continuous payment of monthly subscriptions. We are unable to provide breaks in subscription fees due to non-trading, permanent employment and other disruptions to your business.
7.7 If an annual payment is made for the Services please note, we cannot offer a pro-rated refund if you choose to cancel your account before the end of the year for which you have paid.
7.8 Once any company return has been filed GoDigital cannot be held responsible, or accountable for any omissions in your accounts. Any changes required after submission do not fall within the GoDigital subscription fee and will be charged separately.
7.9 We shall be under no obligation to provide the Services if any subscription fee is not paid to us on time. If subscription fees become overdue we reserve the right to suspend your access to the Services until the balance is paid and we may close your GoDigital Account permanently and disengage ourselves as your agents.
7.10 The Client must ensure that we have complete and accurate billing and contact information throughout the subscription period, including the full name of the Client, its business address, and a billing contact email address.
7.11 If the Client fails to make any payment due to GoDigital under the Contract by the due date for payment, then the Client shall pay interest on the overdue amount at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 and subsequent amendments. Currently, this is a rate of 8 per cent per annum above the Bank of England’s base rate from time-to-time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
7.12 Insofar as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees are paid in full.
You must pay your subscription by Direct Debit. The prices of our services may change from time to time, and we will always notify you ahead of time.
You will always be notified of the cost in advance for add-on services which are not included in your monthly subscription.
A set up fee is charged when you first become a client. This will vary depending on your circumstances.
All our quoted prices exclude VAT.
If you stop paying our fees, we may stop delivering our service, and may charge you interest on any overdue amounts. We will always try to remedy the situation before taking any action.
- Returning Clients
8.1 If you are re-engaging GoDigital in the same accounting year in which you left the Service we would normally re-enable your previous GoDigital Account and you would need to enter any missing data. If you do not wish this to happen you should contact us and request a new GoDigital Account. This new GoDigital Account would hold no historical data and you would be required to enter any previous trading activities back to the start of the accounting year in which you were starting back with GoDigital.
8.2 If you had been through an accounting year end since leaving GoDigital we will create a new GoDigital Account for you.
8.3 A new set up fee will be charged when returning to the Service. This fee will be calculated by reference to your company’s year-end and whether we are enabling the same GoDigital Account.
8.4 If we are enabling the same GoDigital Account we will ask you to make up any missing monthly subscription fees for the period you have not used GoDigital.
8.5 In order for us to comply with the Money Laundering Regulations 2007, the Proceeds of Crime Act 2002, and the Terrorism Act 2000 we would be required to carry out another identity verification check before allowing use of the Service again.
If you leave our services and return in the same year we will normally re-activate your account. If you have finished your accounting year we will open a new account for you.
We will need to re-verify your identity before re-engaging you as a client.
Client Referral Scheme: In order to participate in the Client Referral Scheme any eligible referee must make the identity of their referrer known during the signup process (either through automated tracking on our website, manually entering the Client Referral Code during registration, or notifying an Adviser during signup). If a referral code cannot be attributed, no pay out will be made. Otherwise, referral pay-outs will commence after the referee’s GoDigital Account has been enabled for a period of, at least, one month.
You are able to earn rewards for referring new clients to us. We can only process referrals if we are made aware of the referral during the referred client’s registration.
We may refer you to third party service providers, and we may receive commission from these companies.
- Intellectual Property Rights and GoDigital Software Licence
10.1 The Client acknowledges and agrees that all Intellectual Property Rights existing or arising in any materials, know-how, specifications, inventions, processes, software, applications, data or information supplied by GoDigital under or in connection with the Services shall at all times belong to and remain vested in GoDigital or its licensors and, save as expressly provided hereunder, no proprietary rights or any other rights whatsoever are assigned, granted or shall otherwise pass to the Client. For the avoidance of doubt, GoDigital boxed graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of GoDigital in the UK and/or other countries. They may not be used in connection with any other product or service that is likely to cause confusion.
10.2 In accessing your GoDigital Account and the Services, you are entitled to use the GoDigital Software for as long as you are subscribed to the Services. You recognise and agree that your right to access the Services is strictly on the basis of a restricted, non-exclusive, personal, non-transferable, revocable licence for the duration of your paid up subscription only.
10.3 The Client acknowledges that, in respect of any third party Intellectual Property Rights (which may be a feature of any Add-Ons or otherwise), the Client’s use of any such Intellectual Property Rights is conditional on GoDigital obtaining a written licence from the relevant licensor on such terms as will entitle GoDigital to license such rights to the Client. Further you acknowledge and understand that all information (including data files, emails, computer software, advertisements, sponsored content and others), which you may have access to when using third party services, are the sole responsibility of the entity from which such content originated.
10.4 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.
Intellectual property includes copyright (e.g. our software and website) and trademarks (our name and logo). While using our service you have access to our intellectual property and that of our partners – nothing in this agreement affects their ownership.
You may not use this intellectual property in any way which would infringe the owner’s rights.
11.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 11 shall survive termination of the Contract.
You may sometimes receive confidential information from us while we look after your accounts. You agree not to disclose this information to anyone else, unless it is needed to help us deliver our services.
- Anti-Money Laundering
12.1 GoDigital is 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 use of the Services. 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.
12.2 If we cannot adequately confirm your identification in accordance with this legislation we reserve the right to refuse your use of the Services.
12.3 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 grounds for suspicion, would constitute a criminal offence.
12.4 The offence of money laundering is defined by Section 340(11) of the Proceeds of Crime Act 2002 and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit. This definition is very wide and would include (but is not limited to) such crimes as:-
- deliberate tax evasion;
- deliberate failure to inform the tax authorities of known underpayments or excessive repayments;
- fraudulent claiming of benefits or grants; or
- obtaining a contract through bribery.
12.5 We are obliged by law to report any instances of money laundering to SOCA without your knowledge or consent. In fact, we may commit the criminal offence of “tipping off” under Section 333 of the Proceeds of Crime Act if we were to inform you that a report had been made. In consequence, neither the firm’s principals nor staff may enter into any correspondence or discussions with you regarding such matters.
12.6 We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 in accordance with the guidance published by The Association of Taxation Technicians (ATT).
We will perform identity checks before registering you for our services – this is to comply with the Money Laundering Regulations 2007, the Proceeds of Crime Act 2002, and the Terrorism Act 2000.
If we cannot confirm your identity you may not be able to register for our services.
We must report any suspected money laundering, and may not inform you if we do so (this is known as “tipping off”).
- Warranties and Limitation of Liability and Indemnity:
13.1 Client warrants that it has all requisite power and authority to execute, deliver and perform its obligations in accordance with these Terms and that it shall comply with all applicable laws and regulations of any competent authority as they apply to the Services.
13.2 We will use reasonable endeavours to ensure that the Services are suitable for your intended use but we do not warrant that the Services will meet your requirements or 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 your use of your own computer to access the Services. We will try to keep any disruptions to a minimum but it may be necessary to suspend the Services from time to time to carry out maintenance and support work.
13.3 The Services are provided on an “as is” basis. Save as expressly set out in these Terms, all warranties, representations, undertakings or terms whether express or implied, statutory or otherwise, including in particular any implied warranty of satisfactory quality or fitness for any particular purpose or use are excluded to the fullest extent permitted by law.
13.4 Nothing in these Terms shall limit or exclude GoDigital’s liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
- fraud or fraudulent misrepresentation.
13.5 Subject to clause 13.4, GoDigital shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of goodwill, any regulatory fines (total or incremental) arising from circumstances occurring prior to appointment, or any indirect or consequential loss arising under or in connection with the Contract.
13.6 Subject to clause 13.4, GoDigital’s total aggregate liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total sum of the charges paid by the Client for the Services in the 12 month period preceding the date when the claim or claims arose.
13.7 The Client agrees that all the limitations and exclusions of liability in favour of GoDigital have been drawn to its attention and are reasonable in the circumstances under which the Services are to be performed. In the event that a court of competent authority does not agree that the provisions of clause 17.4 shall apply and in any event, subject to clause 13.5, 13.6 and 13.7 GoDigital’s liability shall not exceed the limits of the professional indemnity insurance that it maintains from time to time.
13.8 INDEMNITY The Client hereby undertakes and agrees to indemnify GoDigital and keep it fully indemnified for and against any and all costs, losses, damages, expenses and/or liabilities (including, without limitation, any legal fees and expenses) which may be suffered or incurred by GoDigital arising out of or in connection with (i) any breach of the Client’s undertakings or obligations set out in these Terms, and/or (ii) the Client’s negligence, fraud or misconduct.
13.9 This clause 13 shall survive termination of the Contract.
We confirm that we can meet our obligations under these Terms of Service.
You confirm that you can meet your obligations under these Terms of Service.
As with any online business, access to our services may be disrupted by problems on our end, your end, or somewhere in between. We will always ensure any disruption is kept to a minimum.
You are responsible for the good running of your business, and we are not responsible for any losses (financial or otherwise) you suffer during the normal course of business.
You promise to ensure that we suffer no loss as a result of your breach of this agreement, or as a result of negligence, fraud or misconduct.
14.1 The Client shall be deemed to have terminated the Contract if:
- The Client does not elect to subscribe to the Services at the end of any trial period; and/or
- The Client cancels their subscription to the Services or fails to pay GoDigital for a subsequent renewal.
Be aware that deleting the Mobile App does not constitute termination of contract. This will simply uninstall the software from your device and your GoDigital account will remain active.
14.2 GoDigital may terminate the Contract at any time by giving the Client not less than one (1) month’s prior notice by email or with immediate effect, at GoDigital’s sole discretion, should any of the events described in clause 14.6 occur. The Client may terminate the Contract at any time by giving GoDigital not less than one (1) month’s prior notice by email.
14.3 Without prejudice to its other rights and remedies, either party may, by written notice to the other, terminate the Contract with immediate effect if the other party:
- Subject to clause 14.4, commits a material breach of the Contract and shall, in the case of any remediable breach, fail to remedy the same within 14 business days of receipt of a written notice from the non-breaching party requiring such remedy; and/or
- is unable to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986) or otherwise becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other party (other than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the other party’s assets or the other party enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction or if it ceases to trade or threatens to cease to trade.
14.4 For the avoidance of doubt, failure by the Client to pay any Charges due to GoDigital in full in cleared funds by the due date shall constitute a material breach of the Contract. Failure by the Client to pay the Charges to GoDigital in cleared funds by the due date on more than two occasions shall entitle GoDigital to terminate the Contract immediately on giving written notice to the Client.
14.5 Without limiting its other rights or remedies, GoDigital may suspend provision of the Services under the Contract or any other contract between the Client and GoDigital if the Client becomes subject to any of the events listed in clause 14.3(b) or GoDigital reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
14.6 The events referred to in clause 14.2 above which shall entitle GoDigital to terminate the Contract with immediate effect by written notice (which may be given by email) include, without limitation:
- non-Payment – where your GoDigital Account has been suspended and you have not paid us within one month or where your direct debit has failed more than once in a financial year;
- abusive Behaviour – extreme and/or persistent use of racist, abusive, homophobic or sexist language or any other threatening or inappropriate conduct directed at our staff or third parties;
- incompatibility – where it becomes apparent that the Client’s business is incompatible with the GoDigital Standard Service due, by way of non-exhaustive example, the size of the company, the number of transactions per month, foreign bank accounts, types of share;
- excessive Use – where the level of support required to maintain you is excessive by any objective measure of comparison with other users whether by reason of the volume of transactions or the number of service support requests or where in GoDigital’s opinion, acting reasonably, you are unwilling or unable, despite previous training and support, to use your GoDigital Account, the GoDigital Software and the Services properly or efficiently;
- non-Communication – where there has been no answer by you to phone calls or other communications for an extended period of time and no instructions have been given in relation to dormancy or closure; or;
- late-filing – where you consistently fail to file your accounts on time and/or fail to cooperate with us in our attempts to assist you to do so.
If we need to close your account we will always give you at least one month’s notice. However, we can cancel your account immediately if:
- You fail to pay your fees
- You are abusive to our team
- Your business becomes incompatible with our services (e.g. if you open a foreign bank account we cannot support)
- You use our services excessively to the point where we are unable to deliver them properly
- We are unable to contact you despite repeated attempts
- You are frequently unable to meet your obligations
- Consequences of Termination
15.1 On termination of the Contract for any reason:
- the Client shall immediately pay to GoDigital all of GoDigital’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, GoDigital shall submit an invoice, which shall be payable by the Client immediately on receipt;
- the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
- clauses which expressly or by implication survive termination shall continue in full force and effect.
15.2 Termination will result in the closure of your GoDigital Account and our disengagement as your Agents. In such cases we will issue a disengagement letter to ensure our respective responsibilities are clear.
15.3 Following the cancellation of your account, GoDigital will have no further responsibility in relation to the preparation or filing of your Limited company accounts, RTI filings, or any other return. 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.
15.4 If you require us to prepare your Company’s Year End accounts prior to leaving GoDigital we will ask you to make up the cost for producing these accounts to the value of nine times your monthly subscription, if the number of monthly payments made has not covered the full accounting period for which we are producing year end accounts. If you require us to also assist with closure of your company, or preparation for dormancy, additional fees will apply.
15.5 Any data you have in your GoDigital account would need to be exported prior to closure.
15.6 Suspension of your account could seriously jeopardise our and your ability to manage your company accounts and could lead to the missing of submission deadlines, including monthly RTI filing.
15.7 GoDigital cannot be held liable for any fines incurred resulting from this, and all our obligations under these Terms of Service are suspended.
15.8 If we withdraw access to the Services 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 GoDigital account for any reason, by giving one month’s notice.
If this agreement is terminated for any reason you can export all the data in your GoDigital account. You agree to pay any outstanding balance.
We will send you a letter of disengagement, after which we have no responsibilities to you or your company.
- Force Majeure
16.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of GoDigital including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of GoDigital or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
16.2 GoDigital shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
16.3 If the Force Majeure Event prevents GoDigital from providing any of the Services for more than 10 weeks, GoDigital shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
We will not be liable if events beyond our control (e.g. strikes, failure of utilities, failure of transport networks, floods and civil unrest) mean we are unable to deliver our service.
17.1 Assignment and other dealings. GoDigital may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to GoDigital Accounting Ltd, a Group Company or any other third party or agent.
- The Client shall not, without the prior written consent of GoDigital, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
- You hereby agree that GoDigital Accounting Ltd, or a suitably qualified third party (a “Trusted Agent”) is hereby appointed to act as your Agent in relation to our dealings with HMRC and Companies House or any other competent governmental or regulatory authority.
17.2 Internal Disputes and Complaints. The Client is a private limited company and we become aware of a dispute between parties who are shareholders or directors of the company, it should be noted that our client is the company itself. We would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties, we will continue to supply information to the registered office/normal place of business for the attention of the directors.
- GoDigital aims to provide the highest levels of client service and accountancy advice and support at all times but we recognise that even with the best intentions and systems things do not always live up to expectations. We deeply regret any times where there is cause for complaint. If you are unhappy with the Services please contact your GoDigital Client Manager in the first instance. If you are still not satisfied or would like to escalate your compliant please put it into writing to info@GoDigitalaccounting.com..
- We are regulated by the Institute of Chartered Accountants of England and Wales (ICAEW) and are required to follow its professional rules and practice guidelines. The following link http://www.icaew.com provides information on ICAEW’s professional standards, including complaints procedures.
17.3 Notices. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail. 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.
- A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address recorded on your GoDigital Account; if sent by pre-paid first class post or other next working day delivery service, at 9.00am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
- You agree that GoDigital may send you notices via email, regular mail or alerts within the Services.
- The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
17.4 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
17.5 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17.6 No partnership or agency. 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.
17.7 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
17.8 Entire Agreement.These terms constitute the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of GoDigital, which is not set out in the Contract.
17.9 Variation. Except as set out in these Terms, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by GoDigital.
17.10 Governing law. This Contract, 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. We and you agree to attempt to resolve any dispute amicably by speaking to one another before resorting to any legal action.
17.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims.
We will be appointed to act on your behalf in dealings with HMRC and Companies House.
We are the accountant for your Limited Company, not you individually. If your company has an internal dispute we cannot provide services without agreement from all relevant parties.