Definitions and Interpretation

In this Agreement, unless the context otherwise requires the following words and expressions have the following meanings:

“Agreement” means these terms of service including each and every Order Confirmation, and/or Statement of Works. ‘’Terms’’ has a corresponding meaning. 

“Business Day” means a day other than a Saturday or Sunday when the main clearing banks in London are open for a full range of business banking transactions, between the hours of 09:30 to 16:30 London time. 

“Company” means SUQYA Limited (Company No. 09725511) and/or SUQYA Advisory Limited (Company No. 13386177) , each a company incorporated in England with its registered office at 28 Mildenhall Road, London E5 0RU, Great Britain.

“Client” means the person who registers or requests to use the Services, and includes any entity on whose behalf that person registers to use the Services.

“Data Protection Legislation” means the General Data Protection Regulation (EU 2016/679) and any amendment of replacement of it in force in England from time to time.

“Deliverables” means any outputs from the provision of the Services including those described in any Order Confirmation and/or Statement of Works.

“Intellectual Property Rights” means any invention, patent, utility model right, copyright and related right, registered design, unregistered design right, trade mark, trade name, internet domain name, design right, design, service mark, database rights, topography rights, rights in get-up, rights in goodwill or to sue for passing off and any other rights of a similar nature or other industrial or intellectual property rights in any part of the world whether or not any of the same is registered (or capable of registration), including applications and the right to apply for and be granted, extensions or renewals of, and rights to claim priority from, such rights and all equivalent or similar rights or protections which subsist now or will subsist in the future. 

“Services” means the various services made available, and to be provided by the Company (as may be changed or updated from time to time) as specified in any Order Confirmation and/or Statement of Works. 

“Statement of Works” means a document agreed between the Company and the Client from time to time specifying works to be carried out by and deliverables to be provided by the Company and the corresponding fee.

"Fee Schedule" means the information relating to fees and charges for the Services set out on the Company’s billing pages, or any other page(s) on the website notified by the Company or provided in an Order Confirmation, and/or Statement of Works.

"Order Confirmation" means a document specifying the Services requested by the Client to be provided by the Company and the corresponding fee.  

Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

The headings in this Agreement are for convenience only and shall not affect its interpretation.

Any reference to a clause or Schedule shall be construed as a reference to a clause of or schedule to this Agreement unless expressly stated to the contrary.

Any reference to a statute or statutory provision is to it as from time to time in force as amended or re-enacted. 

Use of the word “including” is without prejudice to the generality.

Provision of the Services

The Company shall provide and perform the Services on the terms and conditions of this Agreement and will do so:

• with reasonable skill and care;

• in accordance with the terms of this Agreement, including the timescales specified in any Order Confirmation, and/or Statement of Works.

Personnel

The Company shall use its reasonable endeavours to ensure that the same personnel provide the Services in order to maintain consistency and build a relationship with the Client.

The Company shall use its reasonable endeavours to ensure that its personnel comply with the Client’s site regulations when the Company’s personnel are on the Client’s premises.

The Client shall not at any time during the term of this Agreement or for a period of 6 months following its expiry or termination employ or solicit for employment or engage on any basis any member of the Company’s personnel (whether employed or engaged on some other basis by the Company).

Obligations of the Client

The Client shall provide the Company with such information and access to such facilities and personnel as the Company shall reasonably require in order to provide the Services.

The Client shall make such decisions and provide such instructions as the Company shall require and at the time that the Company requires to enable the Company to provide the Services.

The Client acknowledges that the Company’s ability to provide the Services and to meet any timeframe agreed for the provision of the Services is dependent on the Client providing that information and access and providing those decisions and instructions at the times required by the Company.

The Client will during the course of receiving the Services, act in compliance with all applicable laws, regulations, codes of practice and professional standards, in each of the regions where it operates. 

If the Client fails to fulfil these obligations, and the failure is not capable of being remedied; or the Client’s business become insolvent or goes into liquidation or has a receiver or manager appointed of any of its assets or make any arrangement with creditors, or become subject to any similar insolvency event in any jurisdiction, The Company at its sole discretion may suspend or terminate this Agreement and where relevant, notify third parties of the termination.

Intellectual Property

Any pre-existing Intellectual Property Rights of either party that are made available for use in connection with the provision of the Services shall remain vested in that party; the other party shall have a licence to use those rights so far as may be necessary to enable that party to provide or to enjoy the benefit of the Services.

All Intellectual Property Rights that are created in the course of the provision of the Services and in the Deliverables shall belong to the Company; the Client shall have a royalty free, perpetual licence to use those rights as envisaged by this Agreement to enable the Client to have the benefit of the Services and the Deliverables for use within the Client’s own business.

Confidentiality

The Company and the Client may during the course of this Agreement and in connection with the Services obtain information relating to the other party which is not made available generally by that other party (“Confidential Information”).

The receiving party shall:

• keep all Confidential Information confidential and not disclose it to any person (save as required by law); and

• use the Confidential Information only for the purpose for which it was provided and for no other purpose.

Data Protection

Both parties will comply with all applicable requirements of the Data Protection Legislation. This is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and the Company is the data processor (where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation).

The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Company for the duration and purposes of this agreement.

The Company shall, in relation to any personal data processed in connection with the performance by the Company of its obligations under this agreement:

• process that personal data only for the purposes of this agreement or on the Client’s written instructions;

• ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal;

• ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

• notify the Client without undue delay on becoming aware of a personal data breach;

• at the Client’s written direction, delete or return personal data and copies thereof to the Client on termination of this agreement unless required by applicable law to store the personal data.

Fees

The Company may charge for the Services on a onetime basis, recurring basis, on a time and material basis or a combination thereof, and these charges must be paid in advance unless they are to be calculated on a time and material basis, in which case this will be calculated in arrears and the Client shall pay the amounts set out or calculated in accordance with the Fee Schedule, Order Confirmation, and/or Statement of Works.

The Company may increase fees on giving not less than two month’s written notice to the Client. The Client has the right to terminate the Agreement subject to the Duration and Termination clause before the proposed date of entry into force of the revised fees of the Services in use.

All fees to be collected or paid in respect of the Services are non-refundable and denominated in pound sterling. 

The Client shall in addition reimburse the Company for expenses incurred relating to the provision of the Services provided they are reasonable and properly incurred.

Payment

The Company shall invoice the Client on the basis set out in the Order Confirmation, and/or Statement of Works.

The Client shall pay all valid and properly submitted invoices no later than the due date specified on the invoice.

The Client shall pay all invoices in full without any deductions for transfer or currency exchange charges, taxes or duties, set-off, counterclaim, discount, abatement or otherwise. 

No Fees shall be deemed to have been received until the Company has received cleared funds.

If the Client does not pay any invoice by the due date for payment the Company may, without prejudice to any other rights and remedies that it may have:

• suspend provision of the Services until payment in full including any late payment fee is received; and/or

• charge a late payment fee; and/or 

• terminate this Agreement and where relevant, notify third parties of the termination, and transfer the outstanding payment to an external debt collection agency.  

Duration and Termination

This Agreement will continue for a minimum term stated in the Order Confirmation from the date of the first invoice/billing period, thereafter, at the end of each billing period this Agreement will automatically continue for a rolling monthly period until terminated, or until the delivery of any Deliverables stated in a Statement of Works.    

Either party may terminate this Agreement subject to the minimum term, by giving the other not less than one calendar months’ advance written notice. 

Consequences of Termination

Termination may be in respect of any individual Service, Order Confirmation, and/or Statement of Works or in respect of this Agreement including all Order Confirmations, and/or Statements of Works.

On termination of this Agreement for any reason and at the end of the provision of the Services, the Company shall return all property, equipment, documentation and other things provided to it by the Client in connection with the provision of the Services.

Termination of this Agreement or any Order Confirmation, and/or Statement of Works shall not affect any right or remedy which has accrued due at the time of termination.

Liability

Nothing in this Agreement shall limit or exclude the liability of either party for death or personal injury caused by the negligence of that party, its employees, agents or sub-contractors, or for fraud. The Company shall have no liability to the Client in connection with this Agreement for any loss of profits, loss of revenue, loss of business, loss of contract, loss of goodwill, loss of data or failure to make anticipated savings or any indirect or consequential loss, whether this results from breach of contract, negligence or otherwise.

The maximum aggregate liability of the Company to the Client under or in connection with this Agreement and whether resulting from breach of contract, negligence or otherwise shall not exceed the amount payable by the Client under this Agreement in respect of one month’s fee, prior to the date on which such liability arises.

If the Client is not satisfied with the Services, the Client’s sole and exclusive remedy is to terminate this Agreement subject to the Duration and Termination clause. 

Force Majeure

Neither party shall have any liability for any failure to perform or delay in performing any of its obligations under this Agreement if and to the extent that such failure or delay is caused by reasons, circumstances or events beyond the reasonable control of that party.

If a party is affected by any circumstance or event of the type described in the above paragraph, that party shall notify the other party as soon as reasonably practicable and the parties shall each use all reasonable endeavours to minimise the impact on the obligations that are affected.

Personal Agreement

This Agreement is personal to the Company and the Client and neither of them shall assign any of their rights under this Agreement without the prior written consent of the other.

The Company may sub-contract part or parts of its obligations under this Agreement but shall remain liable for the performance of those parts that have been sub-contracted.

The parties do not intend any person who is not a party to this Agreement to have any rights under it whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

Entire Agreement

This Agreement (together with any Order Confirmation, and/or Statements of Works) constitutes the complete and exclusive agreement between the parties in respect of the subject matter to which it relates and supersedes all prior correspondence, agreements and understandings.

Status

The Company and the Client are each independent contractors and nothing contained in this Agreement shall or shall be capable of creating or constituting between them any partnership or joint venture or any relationship of employment or agency.

The Company shall have no authority to make any promise, representation or commitment that might be binding on the Client without the prior consent of the Client.

Notices

Any notices that are required under this Agreement shall be in writing by email and will be deemed to have been given twelve hours after transmission. Notices to the Company must be sent to billing@suqya.co.uk or to any other email address notified by email to the Client by the Company. Notices to the Client will be sent to the email address which the Client contacted the Company with when requesting the Services, which is shown by the Company on the Order Confirmation. 

Resolution of Disputes

If any differences or disputes arise between the Company and the Client in connection with this Agreement, they shall use all reasonable endeavours to resolve them by discussions between themselves, escalating the issues through their respective management structures up to their chief executive officers if necessary.

Changes, Variations and Waiver

If either party wishes to propose a change to the Services or any other provision of this Agreement, that party shall inform the other party of the proposed change and the parties shall work together to determine whether they are willing and able to agree the terms that are necessary to implement the change.

This Agreement may only be varied or any right under this Agreement waived by a written document signed by authorised representatives of both parties.

If a party does not on any occasion insist on the strict observance or performance of any rights under or of any provision of this Agreement, that will not amount to a waiver of those rights or that provision.

Severability

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.

If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.

Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

Law and Jurisdiction

This Agreement and everything arising in connection with it, including non-contractual matters, shall be governed by English Law and the parties submit to the exclusive jurisdiction of the courts of England.

This Agreement and everything arising in connection with it, including non-contractual matters, shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of English and Wales.

Coming soon.

All Fees are due in advance upon the Client receiving an invoice, unless the invoice shows a separate due date, in which case the Fees will be due on the due date shown on the invoice.   

Advisory Service              from £700  

Bookkeeping Service     from £180

Bank Account Service    from £1,500

Coaching Service             from £225 

Compliance Service*      from £950 

Director Service*              from £1,200 

IT Services                         from £175

R&D Tax Service              from £3,500

Invoice Reminder         £45 per occurrence 

*The Compliance and Director Services are of a substantial risk to the individual(s) who represent the Client’s entity, as they are liable to for the entity’s actions during the course of their appointment. The Service fee represents their status as a director and, or compliance officer and not the number of work days assigned in any Order Conformation/Statement of Works. 

The Services that include time allocation per month is complimentary, and is to allow the appointed individual(s) time to complete their responsibilities. Any additional time required or spent subject to availability will be charged at a daily rate specified in the Order Confirmation. The included allowance of time does not roll over from month to month, any unused time will be lost at the end of the calendar month, with a new time allowance starting the following month.     

Any costs incurred in providing the Services (third-party fees, travel and subsistence etc) are excluded and will be invoiced to the Client.