Terms of Service

1. About Us and Our Regulatory Status

Firm Name: Positive Practice

Contact Details:

• Phone: 01756 709210
• Email: [email protected]
• Address: United Kingdom

Professional Qualifications:

• Principal: Stewart Newberry, Fellow of the Institute of Financial Accountants (IFA)
• Regulatory Body: Institute of Financial Accountants (IFA)

We are committed to maintaining the highest standards of professional conduct, competence, and integrity as required by the IFA. Our services are provided in accordance with the IFA's Code of Professional Ethics.

2. Scope of Services

2.1 Services We Provide

Positive Practice offers the following services to clients:

• Bookkeeping and Accounting: Recording and classifying business transactions, maintaining financial records, and preparing financial statements
• Tax Compliance: Preparation and submission of tax returns (self-assessment, corporation tax, VAT returns) to HMRC
• Management Accounts: Preparation of monthly, quarterly, or annual management accounts
• Financial Advisory: Advice on cashflow management, business planning, and the CLEAR Cashflow Method™
• Payroll Services: Processing of payroll, PAYE submissions, and employee tax compliance (where agreed)
• Company Secretarial Services: Maintenance of statutory records and Companies House compliance

2.2 Services We Do Not Provide

We do not provide the following services unless explicitly agreed in writing:

• Investment advice or financial planning (beyond general cashflow and business financial advice)
• Legal advice
• Audit services (unless specifically contracted)
• Insolvency or restructuring advice

2.3 Limitations of Our Role

Our role is to provide accounting and tax compliance services based on the information and documentation you provide to us. We do not conduct independent verification or audit of your records (unless specifically engaged to do so). You remain responsible for the accuracy and completeness of all information provided to us and for all business decisions made by you.

3. Engagement and Commencement of Services

3.1 Engagement Letter

Before we commence services, we will provide you with an engagement letter or service agreement that sets out the specific services to be provided, our fees and payment terms, the period of engagement, and any limitations or exclusions specific to your services.

3.2 Commencement of Services

Services will commence on the date specified in the engagement letter or upon receipt of payment of the initial fee, whichever is later.

4. Your Responsibilities and Obligations

4.1 Provision of Information and Documentation

You agree to provide us with all information, documentation, and records necessary for us to provide the services, including bank statements, business invoices, payroll records, VAT records, and any other records relevant to your business. You are responsible for ensuring that all information provided is accurate, complete, and up-to-date.

4.2 Timely Provision of Records

You agree to provide all necessary records and information to us in a timely manner to enable us to meet statutory deadlines. Failure to provide information on time may result in late filing penalties imposed by HMRC and additional fees charged by us.

4.3 Accuracy and Completeness

You warrant that all information, documentation, and records provided to us are accurate, complete, and not misleading. You are responsible for the accuracy of all business transactions recorded and compliance with all applicable laws and regulations.

5. Fees and Payment Terms

5.1 Fee Structure

Our fees are set out in the engagement letter and may be based on fixed fees, time-based fees (typically £50–£250 per hour), retainer fees, or project fees. Our current hourly rates and service fees are available upon request.

5.2 Payment Terms

Unless otherwise agreed in writing, invoices are due for payment within 30 days of the invoice date. Payment should be made by bank transfer to the account specified on the invoice. We reserve the right to charge interest on overdue invoices at 8% per annum plus the Bank of England base rate.

5.3 Expenses and Disbursements

In addition to our fees, you agree to reimburse us for reasonable expenses incurred in providing services, including HMRC filing fees, Companies House filing fees, travel expenses, and third-party professional fees.

5.4 Non-Payment

If fees remain unpaid 30 days after the invoice date, we may suspend provision of services, cease providing services and terminate the engagement, refer the matter to a debt collection agency, or pursue legal action.

6. Confidentiality and Professional Privilege

6.1 Confidentiality

We are committed to maintaining the confidentiality of all information you provide to us. We will not disclose your information to third parties except where required by law, where you have given written consent, or where necessary to defend our professional interests.

6.2 Data Protection

Your personal data will be processed in accordance with our Privacy Policy and UK GDPR. Please refer to our Privacy Policy for details of how we collect, use, and protect your data.

6.3 Third-Party Disclosure

We may be required to disclose information about you to HMRC, Companies House, your bank or lender, or law enforcement if required by court order or legal process.

7. Limitations of Liability and Professional Indemnity

7.1 Professional Indemnity Insurance

Positive Practice maintains professional indemnity insurance in accordance with IFA requirements. Details of our insurance coverage are available upon request.

7.2 Limitation of Liability

To the extent permitted by law, our liability for any breach of these Terms or negligence is limited to the total fees paid by you in the 12 months preceding the claim, or £1,000,000 (whichever is lower). This limitation does not apply to death, personal injury, fraud, willful misconduct, breach of confidentiality, or liability that cannot be limited by law.

7.3 Exclusion of Consequential Damages

We are not liable for any indirect, consequential, or special damages, including loss of profits or loss of business, even if we have been advised of the possibility of such damages.

8. Termination of Engagement

8.1 Termination by You

You may terminate our engagement at any time by providing written notice. If you terminate during a fixed engagement period, you may be liable for fees up to the end of the notice period or engagement period.

8.2 Termination by Us

We may terminate our engagement with 30 days' written notice if you breach these Terms, immediately if you fail to pay fees for more than 30 days, or immediately if we become aware of illegal conduct.

8.3 Consequences of Termination

Upon termination, all outstanding fees and expenses remain payable. We will provide you with all your records and documentation (subject to payment of any outstanding fees) and will cooperate with your new accountant or advisor to facilitate transition.

9. Statutory and Regulatory Compliance

9.1 Tax Compliance

We will prepare and submit tax returns in accordance with applicable tax law and HMRC requirements. However, you remain responsible for the accuracy of all information provided and payment of all taxes due by the statutory deadline.

9.2 Accounting Standards

Our accounting services are provided in accordance with applicable accounting standards, including Generally Accepted Accounting Practice (GAAP) and UK GAAP.

9.3 Company Law Compliance

If we provide company secretarial services, we will assist with compliance with the Companies Act 2006 and Companies House requirements. However, you (as director) remain responsible for ensuring that the company complies with all legal obligations.

10. Professional Standards and Regulatory Compliance

10.1 IFA Code of Professional Ethics

We operate in accordance with the Institute of Financial Accountants (IFA) Code of Professional Ethics, which requires us to act with integrity and honesty, maintain professional competence and due care, respect confidentiality and client privacy, avoid conflicts of interest, and behave professionally in all dealings.

10.2 Money Laundering Regulations

We comply with the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017. We may be required to verify your identity and the source of funds, report suspicious transactions to the Financial Conduct Authority (FCA), and maintain records of client identification.

10.3 Anti-Bribery and Corruption

We comply with the Bribery Act 2010 and do not engage in any corrupt practices. You agree not to offer us any gifts, hospitality, or other benefits that could be construed as bribery or corruption.

11. Complaints Procedure

11.1 How to Complain

If you have a complaint about our services, please contact us in writing at [email protected] or by phone at 01756 709210. Provide details of your complaint, including dates and specific issues. We will acknowledge receipt of your complaint within 5 business days and provide a full response within 30 days.

11.2 Unresolved Complaints

If you are not satisfied with our response, you may refer your complaint to the Institute of Financial Accountants (IFA). The IFA maintains a complaints procedure for clients of member firms. You have the right to refer unresolved complaints to the IFA.

12. Limitation Period

12.1 Claims Against Us

Any claim against us must be made within 6 years of the date on which the cause of action arose. Claims made after this period will be barred and unenforceable. This limitation period is in accordance with the Limitation Act 1980 and applies to all claims, including negligence, breach of contract, and breach of duty.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms are governed by and construed in accordance with the laws of England and Wales. You and we irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

13.2 Dispute Resolution

Before initiating legal proceedings, we encourage you to attempt to resolve disputes through direct negotiation, mediation through a neutral third party, or arbitration (if both parties agree).

14. General Provisions

14.1 Entire Agreement

These Terms, together with the engagement letter and any service agreements, constitute the entire agreement between you and us and supersede all prior negotiations, representations, and agreements.

14.2 Notices

Any notices required under these Terms should be sent to:

Positive Practice

• Email: [email protected]
• Phone: 01756 709210
• Address: United Kingdom

Notices sent by email are deemed received on the next business day.

15. Contact Us

If you have any questions about these Terms or our services, please contact us:

Positive Practice

• Phone: 01756 709210
• Email: [email protected]
• Address: United Kingdom

We will respond to your enquiry within 5 business days.

These Terms of Service are compliant with Institute of Financial Accountants (IFA) professional standards and UK law. We are committed to maintaining the highest standards of professional conduct, competence, and integrity.