Website Terms and Conditions of Service

Work Smarter Solutions Ltd.

Last Updated: November 2025

1. Definitions and Interpretation

In these Terms and Conditions (“T&Cs”):

• “Company”, “we”, “us”, “our” refers to Work Smarter Solutions Ltd., a limited company registered in Scotland (Company Number [Insert Registration Number]).
• “Client” or “you” refers to any person, firm, or company engaging the Services of the Company.
• “Services” means the cloud accountancy consultancy services provided by the Company, as detailed in Section 3, including Retainer Services and Project Services.
• “Retainer Services” means the ongoing, tiered Services provided on a recurring monthly or annual basis.
• “Project Services” means stand-alone, one-off Services billed upon completion, such as bespoke software setup or integration projects.
• “Agreement” means the contract for the provision of Services between the Company and the Client, governed by these T&Cs and any written confirmation of service issued by us.

2. Basis of Contract

2.1. These T&Cs shall apply to the supply of Services by the Company to the Client and shall govern the contractual relationship between the parties to the exclusion of any other terms that the Client seeks to impose or incorporate.

2.2. The Client’s instruction to the Company to commence work, or the payment of any invoice, shall be deemed to be acceptance of these T&Cs.

2.3. As the Company does not currently issue a separate Letter of Engagement, these T&Cs form the entire agreement between us regarding the Services.

3. Scope of Services

3.1. The Company operates solely as a cloud accountancy consultancy and does not provide statutory accounting, compliance, or tax advisory services. Our Services are strictly limited to:

* Training users in the effective use of cloud accounting software.

* Setting up, configuring, and maintaining cloud accounting software.

* Setting up and integrating related modules, including payroll, workplace pensions, payment services, cash flow forecasting, and business analytics.

3.2. Service Exclusions: The Company is not responsible for the preparation, submission, or filing of statutory accounts, corporate tax returns, personal tax returns, or any other compliance-related documentation required by HM Revenue & Customs (HMRC) or Companies House. The Client retains full responsibility for all such compliance obligations.

3.3. Consultancy Nature: Any advice provided is based on the information provided by the Client and is designed to improve the Client’s use of software. We do not guarantee any specific business outcome.

4. Fees and Payment

4.1. Retainer Services: Fees for Retainer Services are billed on the first day of the month for the service period ahead.

* A discount is offered for payments made annually in advance.

4.2. Project Services: Fees for Project Services are billed upon completion of the defined project milestones or the entire project, as agreed.

4.3. Payment Due Date: All invoices are due for payment on the date raised.

4.4. Preferred Payment Method: For Retainer Services, payment is preferably made via automated direct debit or standing order. The Client shall ensure that sufficient funds are available to meet all scheduled payments.

4.5. Late Payment: If any payment is not received by the due date, the Company reserves the right, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, to:

* Charge interest on the overdue sum at a rate of $8\%$ per annum above the Bank of England base rate, calculated from the due date until payment is made in full.

* Suspend the provision of all Services until all outstanding amounts are settled.

5. Client Obligations

5.1. The Client shall:

* Cooperate with the Company in all matters relating to the Services.

* Provide the Company with timely, accurate, and complete information, documentation, and access to necessary systems (e.g., cloud software accounts) required to perform the Services.

* Ensure that any instructions provided to the Company are clear and accurate.

5.2. The Company shall not be liable for any delay or failure to provide Services caused by the Client’s failure to comply with these obligations.

6. Termination of Services

6.1. Termination by Client (Retainer Services): To terminate any Retainer Service, the Client must provide the Company with written notice of at least seven (7) days prior to the next billing cycle (the first day of the month).

6.2. If the Client fails to provide the required notice, and a recurring invoice is subsequently raised, that invoice will remain payable in full, and no refund will be issued for the prepaid service period.

6.3. Termination by Company: The Company may terminate the Agreement immediately by written notice if the Client:

* Fails to pay any amount due on the due date for payment.

* Commits a material breach of these T&Cs which is incapable of remedy, or fails to remedy a remediable breach within 14 days of written notice.

7. Data, Confidentiality, and Intellectual Property

7.1. Data Protection: The Company processes personal data in accordance with the requirements of the General Data Protection Regulation (GDPR) and related UK data protection legislation. Please refer to our separate Privacy Policy for full details on how we collect, process, and protect personal data.

7.2. Confidentiality: Both parties shall keep confidential all information concerning the business and affairs of the other party that may be obtained during the provision of the Services, save for information that is already in the public domain.

7.3. Intellectual Property (IP): All IP rights in any materials, reports, guides, or training aids created by the Company during the provision of the Services shall remain the property of Work Smarter Solutions Ltd. The Client is granted a non-exclusive, non-transferable licence to use such materials solely for its own internal business purposes.

8. Limitation of Liability

8.1. The Company holds Public Liability Insurance and maintains professional standards in the provision of Services.

8.2. Notwithstanding any other provision, the Company shall not be liable to the Client for any indirect, special, or consequential loss or damage, including loss of profit, loss of revenue, loss of anticipated savings, or loss of goodwill, arising out of or in connection with the provision of the Services.

8.3. Overall Limitation of Liability: The Company’s total aggregate liability to the Client in respect of all claims, losses, or damages arising out of or in connection with the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total fees paid by the Client to the Company for the specific Service to which the claim relates, paid within the twelve (12) months immediately preceding the event giving rise to the claim.

8.4. Nothing in these T&Cs shall limit or exclude the Company’s liability for:

* Death or personal injury caused by its negligence.

* Fraud or fraudulent misrepresentation.

* Any matter for which it would be unlawful to exclude or restrict liability.

9. Governing Law and Jurisdiction

9.1. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Scots Law.

9.2. Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement.