QBS Online Limited
Standard Terms of Business
Last revised April 2012
The following standard terms of business apply to all engagements accepted by QBS Online Ltd . All work carried out is subject to these terms except where changes are expressly agreed in writing.
The following definitions apply throughout this agreement and the related engagement letter unless the context requires otherwise.
“we” “us” “our” – means QBS Online Ltd (registered no. 03030730 registered office 5 Sydney Wharf Bath BA2 4EF)
“You” “yours”– means the client to whom services are provided as described in the letter of engagement, their successors and assignees as appropriate
“engagement letter” – means the letter which is sent to you at the commencement of our appointment to act for you setting out the scope of the work included in the agreement, together with such other communications, whether written or oral (but if oral only as far as confirmed in writing) extending or varying the scope of our work, together with the terms contained herein.
“fixed fee agreement” – means the engagement letter specifically applicable to a fixed fee arrangement which defines the services included within the fixed fee price. No extension or variation is implied to the scope of our obligations under any particular agreement as a result of changes in our advertising or offers made to new clients.
1 Professional obligations
1.1 Where you give us confidential information we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to this engagement.
1.2 We reserve the right to act during this engagement for other clients whose interests may be adverse to yours. We will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to you.
2 Investment services
2.1 We are not authorised by the Financial Services Authority (FSA) to conduct investment business, and any comment or commentary shall not be construed as advice for these purposes
2.2 In particular, we may:
• advise you on the nature of investments generally, but not recommend a particular investment or type of investment;
• advise you in connection with the disposal of an investment, other than your rights in a pension policy or scheme;
• advise and assist you in transactions concerning shares or other securities not quoted on a recognised exchange;
• assist you in making arrangements for transactions in investments in certain circumstances;
• manage investments or act as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person; and
• refer you to an independent firm authorised by the FSA who will issue you with their own terms and conditions letter, will be remunerated separately for their services and will take full responsibility for compliance. We do not directly receive commission or fees from an Independent Financial Adviser deriving from an introduction. The income received by that firm in respect of advice given to you will be advised to you by them directly.
3 Client monies
3.1 We may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from our general funds.
3.2 In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £25. Any such interest would be calculated using the prevailing rate applied by Lloyds TSB for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.
3.3 If the total sum of money held on your behalf exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, then the money will be placed in a separate interest•bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.
4.1 Unless agreed otherwise in advance, our fees are computed on the basis of time spent on your affairs by our employees and associates and subcontractors, and on the levels of skill and responsibility involved.
4.2 If you opt for the fixed fee service, the appropriate payment will be required to be made by standing order for 12 consecutive months and will be renewed on this basis. This sum will be due irrespective of the quantity or value of the work completed in that period.
4.3 Clause 4.2 above will be applied each year on renewal of the fixed fee service. Unless you notify us to the contrary your fixed fee subscription will renew automatically every year on the anniversary of commencement.
4.4 If you wish to cancel the fixed fee service any instalments for the current subscription year will be payable immediately on cancellation.
4.5 If it is necessary to carry out work outside the responsibilities outlined in the engagement letter, or fixed fee service level agreement, this will involve additional fees. Accordingly we would like to point out that it is in your interests to ensure that your records etc. are completed to the agreed stage to avoid additional charges.
4.6 Our terms relating to payment of amounts invoiced are strictly 30 days net, unless otherwise agreed in writing. If settlement is delayed for an unreasonable period, we reserve the right to charge 1.5% per month, including VAT calculated from the date of the invoice.
5 Retention of and access to records
5.1 During the course of our work we will collect information from you and others acting on your behalf. Unless you have opted for document storage we will return any original documents to you following the preparation of your financial statements and related tax computations. You should retain these records for at least seven years from the end of the accounting year to which they relate.
5.2 Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If you require retention of any document you must notify us of that fact in writing.
6 Help us to give you the right service
6.1 If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know.
6.2 We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns.
7 Applicable law
7.1 These terms and the related engagement letter is governed by, and construed in accordance with, English law. The Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning these terms and related engagement letter and any matter arising from them. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.
8 Internet communication
8.1 Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e•mail is not an acceptable means of communication.
8.2 It is the responsibility of the recipient to carry out a virus check on any attachments received.
9 Data Protection Act 1998
9.1 We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed under this engagement, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance. You have a right of access, under data protection legislation, to the personal data that we hold about you. We confirm that when processing data on your behalf we will comply with the provisions of the Data Protection Act 1998. For the purposes of the Data Protection Act 1998, the Data Controller in relation to personal data supplied about you is Kimm Humphreys.
10 Contracts (Rights of Third Parties) Act 1999
10.1 Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 (or superseding legislation as applicable) to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
10.2 The advice that we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it. We accept no responsibility to third parties for any aspect of my professional services or work that is made available to them.
11 Limitation of liability
11.1 we will provide our professional services with reasonable care and skill. However, we will not be held responsible for any losses arising from the supply by you or others of incorrect or incomplete information, or your or others’ failure to supply any appropriate information or your failure to act on my advice or respond promptly to communications from us or other relevant authorities.
11.2 You agree to hold harmless and indemnify us against any misrepresentation, whether intentional or unintentional, supplied to us orally or in writing in connection with this agreement. You have agreed that you will not bring any claim in connection with services provided to you by us against any of our employees on a personal basis.
12 Data Storage and Protection
12.1 QBS Online operate their IT infrastructure from a state of the art secure data centre in a low risk area of the UK, manned 24×7×365. The infrastructure which QBS Online solutions operate on uses the industry-leading network equipment from Cisco Systems coupled with Dell’s latest generation of PowerEdge servers on Linux KVM Virtualisation platform. The operating system used to deliver its rich user experience and applications as a cloud service is Microsoft Windows Server 2008 R2 Remote Desktop Services.
12.2 QBS Online takes data protection very serious hence why each of the servers used are equipped with 8 x SAS drives in a RAID 10 configuration with battery backup RAID controllers to prevent data lost or corruption. To ensure maximum data protection both on-site and off-site backups are taken daily so should the worst happen the data can be recovered regardless of the scenario.