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NUMERII'S TERMS & CONDITIONS OF BUSINESS


1. Definitions and interpretation



1.1 “Administrative Charge” means a hourly fee billed monthly and exclusive of VAT
1.2 “Bookkeeper” means the person/s who is/are employed by the Supplier to carry out the Services
1.3 “Client” means the person or business who has agreed to the supply of the Services from the Supplier
1.4 “Conditions” means the terms and conditions set out in this document and any special terms and conditions agreed in writing by the Supplier
1.5 “Hourly rate” means the amount charged by the Supplier per hour for the Bookkeeper in carrying out the Services
1.6 “Order” means the order for the supply of Services by the Client from the Supplier
1.7 “Price” means the overall cost of the Service exclusive of VAT. This is invoiced monthly.
1.8 “Supplier” means Numerii Limited (Company Registration Number: 5102327)
1.9 “Services” means the provision of part-time bookkeeping services. This includes credit control, VAT preparation and payroll.
1.10 “VAT” means value added tax
1.11 Words importing one gender include all other genders and words importing the singular include the plural and vice versa
1.12 The clause headings do not form part of these Conditions and are not to be taken into account in their construction or interpretation

2. Conditions applicable


2.1 These Conditions shall apply to all contracts for the supply of Services by the Supplier to the Client to the exclusion of all other terms and conditions including any terms or conditions which the Client may purport to apply under any Order, confirmation of Order or similar document
2.2 Any and all Order(s) for the supply of Services shall be deemed to be an offer by the Client to purchase the Services pursuant to these Conditions
2.3 Acceptance of the supply of Services shall be deemed conclusive evidence of the Client’s acceptance of these Conditions
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing signed by a director of the Supplier. Any such variation shall apply only to the specific Order to which it relates and shall not be or be deemed to be a variation of these Conditions in respect of any other Order

3. Price and payment


3.1 The Price shall be calculated by reference to the Hourly rate. The Bookkeeper shall complete timesheets to record the time in carrying out the Services and the Client will be invoiced accordingly. The Hourly Rate is reviewed annually in January.
3.2 The Supplier will invoice the Client monthly. The Client can elect to make weekly payments with a monthly adjusting payment 7 days after the date of the invoice.
3.3 Payment of Price and VAT at the prevailing rate from time to time shall be due within 7 days of the date of the invoice. Time for payment shall be of the essence
3.4 All payments due from the Client to the Supplier shall be made in full without any set-off or counterclaim whatever
3.5 Notwithstanding any other provision of these Conditions, all sums due from the Client to the Supplier under any contract between them for the supply of Services shall become immediately due on termination of such contract

4. Late payments and Overdue Invoices


4.1 Late payment of any invoice will attract an Administrative Charge.
4.2 If the Client fails to make a payment on the due date or dates without prejudice to any of the Supplier’s rights the Supplier may suspend or cancel the supply of Services to the Client as the Supplier may in its sole discretion think fit.

5. Delivery of the Services


5.1 All Services shall be carried out at the Supplier’s nominated address unless otherwise agreed. Approval of any change of such address is at the Supplier’s discretion and this will only be temporary unless otherwise agreed.
5.2 Time for supply of Services shall not be of the essence and shall not be capable of being made of the essence by service of any notice to that effect. The Supplier will deliver the Services or part thereof as soon as reasonably practicable. Any period or date for delivery referred to in the Order or otherwise specified by the Supplier shall be deemed to be an estimate of time for delivery only
5.3 It is the responsibility of the Client to supervise, direct and instruct the onsite Bookkeeper from the time the Bookkeeper arrives at the Client’s premises to the time the Bookkeeper leaves the premises.

6. Delay or non-delivery


6.1 The Supplier shall not be liable for any loss or damage whatever due to failure by the Supplier to supply the Services promptly or at all
6.2 Notwithstanding that the Supplier may have delayed or failed to supply the Services promptly the Client shall be bound to pay for the Services in full provided that delivery shall be tendered at any time within 3 months of any date for delivery

7. Acceptance of Services


7.1 The Client shall be deemed to have accepted the Services once a copy of these Conditions had been signed by the Client and returned to the Supplier

8. Warranties and liability


8.1 The Supplier warrants that it will carry out the Services with reasonable care and skill.
8.2 If any part of the Services is performed negligently or in breach of these Conditions then, at the request of the Client (if the request is given within 2 months of the completion of such part of the Services), the Supplier will re-perform the relevant part of the Services subject to Clause 11.

9. Limitation of liability

9.1 Except as contained in clause 8.1 all other warranties conditions or terms relating to the supply of Services with reasonable skill and care whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law
9.2 The Supplier shall be under no liability whatever to the Client for any indirect or consequential loss and/or expense including (but not limited to)loss of profit suffered by the Client arising out of a breach by the Supplier of any of these Conditions or any contract for the supply of Services.
9.3 In the event of any breach by the Supplier of these Conditions or any contract for the supply of Services to the Client the remedies of the Client shall be limited to damages. Under no circumstances shall the liability of the Supplier exceed the amount of £10,000 in respect of aggregate claims.
9.4 Nothing in these Conditions shall exclude or limit the Supplier’s liability for:
9.4.1 death or personal injury caused by the Supplier’s negligence or
9.4.2 fraud or fraudulent misrepresentation or
9.4.3 under the Consumer Protection Act section 2(3)

10. Data protection


In accordance with the Data Protection Act 1998 the Supplier gives and the Client acknowledges that it has received notice from the Supplier that the Supplier may transfer information about the Client to the Supplier’s bankers/financiers for the purposes
- obtaining credit insurance
- making credit reference agency searches
- credit control
- assessment and analysis (including credit scoring, product and statistical
analysis
- securitisation
- protection of the Supplier’s interests
On the written request of the Client the Supplier will provide the Client with details of the Supplier’s bankers/financiers and that of any credit reference agencies to whom information about the Client is transferred by the Supplier

11. Money Laundering


In accordance with the Money Laundering Regulations 2007 the Supplier is required to confirm the identity of the Client. Evidence of the identity must be provided at the stage of the Offer otherwise the Services can not be delivered to the Client. Acceptable forms of identity include a valid full passport or full and current photo- card driving licence or a valid H M Forces identity card with a photograph of the Client AND a current utility bill(not more than 3 months old) or a bank statement. Other forms also may be accepted at the discretion of the Supplier.

12. Force majeure


12.1 Without incurring any liability to the Client whatever the Supplier shall be entitled to reduce the number of Bookkeepers or hours of Services subject of the Order or to defer the date of delivery of all or any part of the Services or to cancel the contract for the supply of Services if it is prevented from or delayed in the supply of the Services due to circumstances that are beyond the reasonable control of the Supplier including (but without limitation) acts of God including but not limited to fire, flood, earthquake, windstorm or other natural disaster; acts of any sovereign including but not limited to war, invasion, act of foreign enemies, hostilities (whether war be declared or not), civil war, terrorism, rebellion, revolution, insurrection, military or usurped power or confiscation, nationalisation, requisition, destruction or damage to property by or under the order of any government or public or local authority or imposition or government sanction, embargo or similar action; law, judgment, order, decree, embargo, blockade, labour dispute including but not limited to strike,, lockout or boycott; interruption or failure of utility service including but not limited to electric power, gas, water, or telecommunications service; failure of transportation of any personnel, equipment, machinery supply or material (“Event of Force Majeure”)
12.2 If an Event of Force Majeure or more than one such event continues for a continuous period of more than 3 months the Client may give one month’s notice in writing to the Supplier to terminate the contract for the supply of the Services and, subject to the Client paying to the Supplier all sums of money due to the Supplier under the contract prior to the date of expiration of such notice on expiration of the notice the contract shall terminate

13. Cancellation/Termination


13.1 Notwithstanding suspension or cancellation under clause 4.2 or termination under clause 13.2 or for any other reason whatever the Client shall pay to the Supplier for the Services delivered and other costs and charges payable by the Client up to and including the date of suspension cancellation or termination
13.2 If the Client fails to make payment for the Services in accordance with the contract for their supply and these Conditions or commits any other breach of such contract or if the Client offers to make any arrangement with its creditors or if any bankruptcy petition is presented against the Client or the Client is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Client (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, administrator, administrative receiver or manager shall be appointed over the whole or any part of the Client’s business or assets or if the Client shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Services and any costs and charges relating thereto shall become payable immediately. The Supplier may without prejudice to any other rights which it may have
13.2.1 suspend all future delivery of Services to the Client and/or
13.2.2 terminate the contract without liability upon its part
13.3 Termination of the contract for the supply of Services for any reason whatever shall be without prejudice to the rights and remedies of either party which may have accrued up to the date of termination
13.4 Unless the Order states the period for which the contract is to run either party for any reason can terminate the contract on 7 days notice

14. Notice etc


14.1 Any notice or other document required to be given under the contract for supply of Services shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or electronic mail:
14. 1.1 in the case of the Supplier to its registered office or such other address as shall have been notified to the Client by the Supplier
14.1.2 in the case of the Client to its registered office (if it is a limited company) or, in any other case to the address of the buyer contained in the Order or such other address as shall have been notified by the Client to the Supplier
14.2 Any notice or other document referred to in clause 16.1 shall be deemed to have been given and received by the addressee:
14.2.1 at the time the same is left at the address of or handed to a representative of the party to be served
14.2.2 by post on the day not being a Saturday, Sunday or public holiday, 2 days following the date of posting
14.2.3 by fax or electronic mail on the day of transmission (not being a Saturday, Sunday or public holiday) if transmitted prior to 3.00pm or otherwise on the next following day not being a Saturday, Sunday or public holiday

15. Third party rights


The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to any contract between the Supplier and the Client for the supply of Services and a person who is not a party to such contract shall have no right under that Act to enforce any term of such contract

16. Miscellaneous


16.1 Any provision in these Conditions and/or contract for the supply of Services which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of these Conditions or such contract
16.2 No waiver or forbearance by the Supplier (whether express or implied) in enforcing any of its rights under a contract for the supply of Services shall prejudice its rights to do so in the future

16.3 These Conditions and any contract for the provision of Services are subject to the law of England and Wales and the parties shall submit to the exclusive jurisdiction of the courts of England and Wales
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