Tax Strategies and Planning for Small to Medium Businesses

LEGALS & DISCLAIMER


LEGAL

Clifton Page Wood Limited a company registered in England and Wales. Registered number: 09182802. Registered office: Level 3, Queensbury House, 106 Queens Road, Brighton BN1 3XF.

1. This site is established in accordance with the laws of the UK and the terms and conditions of use shall be governed by and construed in accordance with the laws of the UK. Should any dispute arise from your use of the site or any of the information on it, you agree to allow such dispute to be heard in the UK Courts.

2. The material contained on this site is not intended to provide nor does it constitute legal or any other advice on any particular matter and is provided for general information purposes only. No reader should act or refrain from acting on the basis of any material contained on this website without seeking appropriate professional advice on the particular facts and circumstances and issues.

3. Clifton Page Wood Limited has made all reasonable efforts to ensure that all of the information on the site is accurate at the time of inclusion, we do not represent that this is the case and it should not be relied upon as such. This website is available to all users without any representations or warranties of any kind, either expressed or implied. Clifton Page Wood Limited make no representations, warranties or undertakings about any of the materials on this website or any content of, or information on, any other website referred to or accessed by hypertext link or otherwise through this website or from which this website is referred to or accessed by hypertext link or otherwise ("Third Party Site"). Clifton Page Wood Limited does not endorse or approve the content of any Third Party Site, nor will Clifton Page Wood Limited have any liability in connection with any Third Party Site.

4. Neither Clifton Page Wood Limited nor any of its officers, associates, consultants, employees or other representatives will be liable for loss or damage arising out of or in connection with your use of the materials, facilities and services offered through this website, including but not limited to indirect or consequential loss or damage, loss of data, income, profit or opportunity, loss of or damage to property and claims of Third Parties.

5. Clifton Page Wood Limited reserve the right to change the content, presentation, performance, user facilities and availability of any part of this website at its sole discretion, including these terms and conditions of use and you should check these terms and conditions of use regularly for any changes.

6. All trademarks, service marks, trade names and logos contained on this website belong to their respective owners.

7. Copyright on the site and the information set out on it belongs to Clifton Page Wood Limited and may not be copied, transmitted or reproduced without the prior consent of Clifton Page Wood Limited. The information, content, graphics, text, sounds, images, buttons, trademarks, service marks, trade names and logos ("the Materials") contained on this website are protected by copyright, trademark, database right, and other intellectual property laws, under national laws and international treaties. You are granted a limited licence solely for your own personal non commercial use to refer to, bookmark or a point to any page within this website, and to download the Materials contained on this website to a single personal computer, and to print a single hard copy of the Materials contained on this website for your own personal reference, provided however that all copyright, trademark and other propriety notices are left intact. The grant of this limited licence is conditional on your agreement to, and compliance with, all of these terms and conditions of use. Any other use of the Materials on this website, including any form of copying or reproduction, modification, distribution, republication, extraction, reutilisation, incorporation or integration with other Materials or works or redelivery using framing technology, without the prior written permission of Clifton Page Wood Limited is strictly prohibited and is in violation of the propriety rights of Clifton Page Wood Limited.

8. Risks: You acknowledge that there are certain risks inherent to the use of www.cliftonpagewood.co.uk These include, but are not limited to disclosure of confidential information (including personal details) the improper operation of the website and the risk that third parties directly or impersonating themselves as someone they are not, will contact you or attempt to contact you as a result of Clifton Page Wood Limited websites provision of and/or your use of this website. If you publish personal information there is a possibility that third parties could harass you, attempt to contact you and try to harm you. Therefore it is important that you carefully consider before disclosing and publishing personal information that you understand that any such disclosure and publishing are made by you at your own risk. Due to the nature of the internet, computers, data flow and other technical and economical practicalities, this website (as with most websites) is vulnerable to various security issues and hence should be considered unsecured. By using www.cliftonpagewood.co.uk and the internet in general you may be subject to various risks, including among others, eavesdropping, spoofing, forgery, spamming, imposturing, tampering, harassment, fraud, electronic trespassing, hacking, nuking, system contamination, including without limitation, viruses, worms, trojan horses, causing unauthorised, damaging or harmful access and/or retrieval of information and data on your computer and other forms of activity which may be considered unlawful.

DISCLAIMER

The information provided on this web site is of a general nature. It is not a substitute for specific advice in your own circumstances. You are recommended to obtain specific professional advice from a professional accountant before you take any action or refrain from action.

Whilst we endeavour to use reasonable efforts to furnish accurate, complete, reliable, error free and up-to-date information, we do not warrant that it is such. We and our associates disclaim all warranties.

The information can only provide an overview of the regulations in force at the date of publication, and no action should be taken without consulting the detailed legislation or seeking professional advice.

THIRD PARTY SITES

This website may contain links to websites operated by third parties. Such links are provided for your convenience only and we have no control over their individual content. We therefore make no warranties or representations as to the accuracy or completeness of any of the information appearing in relation to any linked websites nor as to the suitability or quality of any of their products or services. The provision of links to third party sites does not imply any endorsement of the sites or those that control them.

INTELLECTUAL PROPERTY

The contents of this website including but not limited to text, images, sound clips, video clips, page layouts, underlying code and software is our or our affiliates property. The content may not be reproduced, transmitted or stored in whole or in part other than in accordance with the following permissions.

You may print, reproduce, copy, download or store any of the content of this website for your own personal use or use by others within your organisation provided that any such material is reproduced in full without any amendment and that it is not incorporated into any other material whether in hard copy or electronic form.

You specifically agree that you will not use the content of this website for any commercial purpose.

FORMATION OF CONTRACT

Your application for a Clifton Page Wood Limited constitutes an offer by you to purchase the Services in accordance with these Terms.

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 Clifton Page Wood Limited to be created, you warrant that you are authorised to enter into this Contract.

We reserve the right, at our discretion, not to accept an application to create a Clifton Page Wood Limited. 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.

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.

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 Clifton Page Wood Limited.

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.

ACCESS, SECURITY AND DATA PROTECTION

You will not be able to use the Clifton Page Wood Limited Software and use the Services without a username, password and memorable word. Once a Clifton Page Wood Limited has been created you will be issued with a randomly generated password if you do not already have a Clifton Page Wood Limited. This can be changed at any time.

You are ultimately responsible for administering and safeguarding any passwords and memorable words created to control access to your Clifton Page Wood Limited and use of the Clifton Page Wood Limited Software. Please keep any password issued to you secure. If you choose to give another party access to your Clifton Page Wood Limited you do so at your own risk and you shall remain liable to Clifton Page Wood Limited for complying with these Terms for the use of the Clifton Page Wood Limited Software and the Services and you shall indemnify Clifton Page Wood Limited in relation to any loss, damage or claim that may be suffered, incurred or brought as a result.

Clifton Page Wood Limited staff, do not have access to any Client passwords or memorable words. Read only access to your Clifton Page Wood Limited 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 Clifton Page Wood Limited Software and your Clifton Page Wood Limited, and offering support when necessary.

Clifton Page Wood Limited do not have editing access to your Clifton Page Wood Limited without your authentication and permission, save that our accountants will access your Clifton Page Wood Limited to make necessary adjustments and Clifton Page Wood Limited staff will have full access to your Clifton Page Wood Limited 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. Clifton Page Wood Limited do have access to make adjustments in the back end ledgers of your Clifton Page Wood Limited.

All transfers of your data between our servers and any external environment is encrypted and processed in accordance with the Data Protection Act 1998. You hereby consent to us using your personal data (such as your name, contact details, address and any other information which personally identifies you) in accordance with our Privacy Policy. All general correspondence received from HMRC and Companies House is scanned and securely disposed.

WARRANTIES AND LIMITATION OF LIABILITY AND INDEMNITY

1. Clifton Page Wood Limited warrants that it has all requisite power and authority to execute, deliver and perform its obligations in accordance with these Terms.

2. 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.

3. 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.

4. 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.

5. Nothing in these Terms shall limit or exclude Clifton Page Wood Limited's liability for:

A) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

B) fraud or fraudulent misrepresentation.

6. Subject to clause 5, Clifton Page Wood Limited 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, or any indirect or consequential loss arising under or in connection with the Contract.

7. Subject to clause 5, Clifton Page Wood Limited'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 lesser of £10,000 and 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.

8. The Client agrees that all the limitations and exclusions of liability in favour of Clifton Page Wood Limited 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 4 shall apply and in any event, subject to clause 5, 6 and 7 Clifton Page Wood Limited's liability shall not exceed the limits of the professional indemnity insurance that it maintains from time to time.

9. INDEMNITY: The Client hereby undertakes and agrees to indemnify Clifton Page Wood Limited 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 Clifton Page Wood Limited 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.

TERMINATION

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 Clifton Page Wood Limited for a subsequent renewal.

2. Clifton Page Wood Limited 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 Clifton Page Wood Limited's sole discretion, any of the events described in clause 6 occur.

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: A) Subject to clause 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

B) 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.

4. For the avoidance of doubt, failure by the Client to pay any Charges due to Clifton Page Wood Limited 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 Clifton Page Wood Limited in cleared funds by the due date on more than two occasions shall entitle Clifton Page Wood Limited to terminate the Contract immediately on giving written notice to the Client.

5. Without limiting its other rights or remedies, Clifton Page Wood Limited may suspend provision of the Services under the Contract or any other contract between the Client and Clifton Page Wood Limited if the Client becomes subject to any of the events listed in clause 3(b) or Clifton Page Wood Limited 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.

6. The events referred to in clause 2 above which shall entitle Clifton Page Wood Limited to terminate the Contract with immediate effect by written notice (which may be given by email) include, without limitation:

A) non-Payment - where your Clifton Page Wood Limited 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;

B) 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;

C) incompatibility - where it becomes apparent that the Client's business is incompatible with the Clifton Page Wood Limited 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;

D) 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 Clifton Page Wood Limited's opinion, acting reasonably, you are unwilling or unable, despite previous training and support, to use your Clifton Page Wood Limited, the Clifton Page Wood Limited Software and the Services properly or efficiently;

E) 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

F) 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.

CONSEQUENCES OF TERMINATION

1. On termination of the Contract for any reason:

A) the Client shall immediately pay to Clifton Page Wood Limited all of Clifton Page Wood Limited's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Clifton Page Wood Limited shall submit an invoice, which shall be payable by the Client immediately on receipt;

B) 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

C) clauses which expressly or by implication survive termination shall continue in full force and effect.

2. Termination will result in the closure of your Clifton Page Wood Limited and our disengagement as your Agents. In such cases we will issue a disengagement letter to ensure our respective responsibilities are clear.

3. Following the cancellation of your account, Clifton Page Wood Limited 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.

4. Any data you have in your Clifton Page Wood Limited would need to be exported prior to closure.

5. 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.

6. Clifton Page Wood Limited cannot be held liable for any fines incurred resulting from this, and all our obligations under these Terms of Service are suspended.

7. 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 Clifton Page Wood Limited for any reason, by giving one month's notice.

FORCE MAJEURE

1. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Clifton Page Wood Limited including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Clifton Page Wood Limited 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.

2. Clifton Page Wood Limited 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.

3. If the Force Majeure Event prevents Clifton Page Wood Limited from providing any of the Services for more than 10 weeks, Clifton Page Wood Limited shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.

Registered Address
v Clifton Page Wood Ltd
Level 3, Queensbury House,
106 Queens Road,
Brighton, BN1 3XF
United Kingdom‎

Company Registration Number
09182802

Professional Indemnity Insurance for Clifton PageWood Ltd is provided by Lloyd’s Syndicate 2001 c/o Manchester Underwriting Management, Centennium Court, East Street, Chesham, HP5 1DG. Territorial coverage is Worldwide excluding USA/Canada.