Terms of Business

1. The parties

These terms apply between FA ACCOUNTANCY LTD, registered in england and wales, company number 16929622, whose registered office is at Bramhall House, 14 Ack Lane East, Bramhall, Stockport SK7 2BY, United Kingdom (“we”, “us”), and the business customer named in the proposal (“you”).

We supply services to businesses only. These terms are not consumer terms, and by entering into a contract with us you confirm that you are acting for purposes relating to your trade, business, craft or profession.

2. How a contract is formed

Our proposal sets out the scope, the deliverables, the fee and the payment schedule for your project. It remains open for the period stated in it, or for 30 days if no period is stated. A contract comes into being when you accept the proposal in writing, including by email, or when you pay the first invoice, whichever happens first. At that point the proposal, the specification it refers to and these terms together form the whole agreement between us.

Anything said before that point — estimates given on a call, indications of timing, discussion documents — does not form part of the contract unless it is written into the proposal.

3. Scope of work and changes

We carry out the work described in the specification with reasonable skill and care. Anything not described in it is out of scope.

Either of us may ask for a change. We will confirm in writing what the change involves, what it costs and how it affects the timetable. Work on it starts once you approve that in writing. Until then, we continue with the agreed specification. We are not obliged to accept a change request, and no change takes effect merely because it was discussed.

4. Your responsibilities

Timely delivery depends on both sides. You agree to provide the content, access, credentials, test data and decisions the project needs, to nominate one person able to approve work on your behalf, and to respond to requests for approval within a reasonable time. If a project is delayed because material or approvals are outstanding, the timetable moves accordingly and we may re-quote work that has to be rescheduled.

You confirm that any material you supply is yours to use, and that our use of it as instructed will not infringe anyone else’s rights.

5. Fees, invoices and payment

Fees, the payment schedule and any expenses are set out in the proposal. Unless it says otherwise, we invoice in stages against agreed milestones and payment is due within 14 days of the invoice date. Fees are exclusive of VAT, which is charged where it applies.

Late payment carries interest and compensation at the rate allowed by the Late Payment of Commercial Debts (Interest) Act 1998. We may suspend work on written notice while an undisputed invoice remains unpaid, and doing so does not put us in breach of the contract.

Third-party costs such as developer programme membership, app store fees, licences and hosting are yours to pay directly unless the proposal says we will pay them and recharge them.

6. Intellectual property

You own the material you supply. We own our pre-existing tools, libraries, frameworks and know-how, whether created before the project or during it, and nothing in these terms transfers them to you; where they are embedded in a deliverable, we grant you a perpetual, non-exclusive licence to use them as part of that deliverable.

Rights in the software written specifically for your project pass to you on payment in full of all sums due, on the terms recorded in the proposal for your project. Until payment is made in full, you have a licence to use the deliverables for evaluation and testing only.

Any open-source components remain subject to their own licences, which we identify in the project documentation.

We may describe the work at a general level as a reference, without disclosing confidential information, unless you tell us in writing that you would rather we did not.

7. App store accounts and publication

Publication depends on Apple and Google, who apply their own rules and review processes. We prepare and submit the application, respond to review feedback and resubmit as needed, but we cannot guarantee that a third party will approve a listing, or how long its review will take.

Where the developer accounts are held in your name, you remain responsible for the membership fees and for keeping the account in good standing.

8. Warranty period

For the warranty period stated in the proposal, running from the date the application goes live, we will correct defects where a deliverable does not perform as the agreed specification says it should, at no further cost. The warranty does not cover changes to the specification, faults caused by modifications made by anyone else, third-party services or platform changes outside the deliverable, or use of the software otherwise than as documented.

9. Confidentiality

Each of us will keep the other’s confidential information in confidence, use it only for the purposes of the contract, and not disclose it except to staff and subcontractors who need it and are under equivalent obligations. This does not apply to information that is already public, that is received lawfully from someone else, or that has to be disclosed by law. These obligations continue for three years after the contract ends.

Where we process personal data on your behalf, we do so on your documented instructions under a separate data processing agreement, as required by the UK GDPR. How we handle personal data as a controller is described in our Privacy Policy.

10. Liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited by law.

Subject to that, neither of us is liable to the other for loss of profit, loss of business, loss of anticipated savings, loss of or corruption of data, or any indirect or consequential loss. Our total liability arising out of or in connection with a contract, whether in contract, tort including negligence, breach of statutory duty or otherwise, is limited to the total fees paid by you under that contract.

We are not liable for failures caused by matters beyond our reasonable control, including the acts of app store operators, hosting or connectivity failures, or changes made by third-party platforms.

11. Duration and termination

The contract runs until the deliverables are accepted and paid for, or until it is ended under this clause. Either of us may end it on 30 days’ written notice, or immediately if the other commits a material breach that is not put right within 14 days of written notice, or becomes insolvent.

On termination you pay for all work carried out and all commitments properly incurred up to that date. Clauses on intellectual property, confidentiality, liability and governing law survive termination.

12. General

Neither of us may transfer the contract without the other’s written consent, which will not be unreasonably withheld; we may use subcontractors, and remain responsible for their work. Notices must be in writing and are effective when delivered to the address or email address in the proposal. If any clause is found to be unenforceable, the rest continues to apply. No delay in enforcing a right waives it. Nobody who is not a party to the contract may enforce any part of it.

13. Governing law and jurisdiction

These terms and any dispute arising out of them, including non-contractual disputes, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

14. Contact

Questions about these terms: [email protected] or +44 7520 683189.