Terms and Conditions

1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by Persona Finance Ltd a company registered in England and Wales under number 12341055 whose registered office is at 63/66 Hatton Garden, London, ECIN 8LE (we or us or Service Provider) to the person buying the services (you or Customer).

2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our Offer (the Offer or Contract) are the entire agreement between us.

3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the engagement with us with the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

4. A "business day" means any day other than a Saturday, Sunday or bank or public holiday in England and Wales, or company holidays in August and over New Years, as specified in our email notices.

5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

6. Words imparting the singular number shall include the plural and vice-versa.

7. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.

8. As part of the sales process of some of our services, we may provide consultations free of charge if you accept the offer to purchase said initial service. However, if the offer for the initial service is rejected by you, we may, at our discretion, charge you for the total hours dedicated to consultations, research and preparation of a tailored offer by relevant specialists employed or instructed by us and treat such consultations as independent paid services.

9. We may also charge you additional fees for the services related to our involvement in and representation of you before HMRC and/or Companies House in the event of an erroneous action and/or omission by said government authorities having negative impact on the outcome of our service and not being caused directly or indirectly by us. Hourly fees of the specialists are available upon request.

10. Our fees for the services might increase at our discretion, should the service involve goods or services of third parties (e.g. software providers) and should the fees of said third parties increase. Therefore, such increases in third party fees for services increase, we shall have a right to increase our fee and you shall be notified of the fee increase no later than 14 calendar days to the increased fee becoming due.

11. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

12. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.

13. If you do not comply with clause 12, we can terminate the Services.

14. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).

15. You shall be responsible for the provision of requested documents in a timely manner (i.e. 5 business days or as may otherwise be indicated by us), and your failure to comply with this clause 15 shall not make us liable for the failure to provide requested services in a timely manner or at a high standard, not should it make us liable to returning the funds for the service that could not be completed due to your failure under this clause.

16. The fees (Fees) for the Services are set out in the quotation, Offer and/or Contract and may not be subject to refunds and/or discounts past the point of payment. The final Fee shall be set out in an invoice and communicated to you prior to the provision of any service, unless agreed otherwise, and the payment of the fee shall indicate your acceptance of our Offer/Contract for the purposes of our engagement.

17. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, postal expenses, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.

18. We shall also have a right to recover the fee for any additional services provided by us that are not specified in the Offer/Contract, in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. Hourly fees of our specialists may vary and may be provided upon request. The provisions of clause 17 also apply to these additional services. Fees under this clause 18 may be recovered at any point, during or after the provision of the service in question.

19. The Fees may be inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority. The invoices for our services will specify the fee for the service and any applicable tax or VAT separately.

20. You shall pay the Fee for our service(s) by the deadline specified in the invoice/Offer/Contract in order to accept our offer and instruct us to commence the provision of services.

21. If you do not pay the Fee to us in accordance with the timeline outlined in the clause above, we can either withhold the provision of the Services until the Fee is received or can terminate the provision of the service under the clause below (Termination).

22. The Fees for our services are non-refundable unless we fail to provide the Services due to our fault and/or failure to provide the service in the manner or by the deadline originally agreed upon. Refunds may not be available in any circumstances where the inability to provide the service is not our fault and was not directly or indirectly caused by us. You may not claim any part of the Fee for refund should our failure to provide the service be caused by your failure to provide relevant, true and accurate documentation or your failure to communicate to us any changes that may have an adverse effect on the service.

23. We can withdraw, cancel or amend a quotation/Offer/Contract if it has not yet been accepted by you, or if the Services have yet been provided, within a period of 5 days from the date of the quotation/Offer/Contract, (unless the Offer has been withdrawn). Any changes in our Offer/Contract will be communicated to you accordingly or upon request, and the rescission of unaccepted Offers will also be indicated to you (i.e. cancellation of a pending invoice).

24. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the Offer. The Offer may not be cancelled once accepted for the purposes of refund, as you may only instruct us to terminate the provision of services without claiming any refund.

25. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you. If we are unable to make any changes in the already performed service, we may not under the obligation to make a refund for the service and may not be expected to repeat the service without additional fees.

26. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum. You will be notified of such changes as soon as practically possible and in no event later than 7 calendar days of the even beyond control coming to our attention.

27. We will invoice you for payment of the Fees either:

a. before we have completed the Services; or
b. after we have completed additional Services; or
c. on the invoice dates set out in the Offer/Contract; or
d. after completion of consultation/research services during the process of sales, if clause 8 is applicable.

28. You must pay the Fees due within 1 day of the date of our invoice or otherwise in accordance with any credit terms agreed between us.

29. Time for payment shall be of the essence of the Contract. Late payments might incur additional charges (i.e. late payment penalty for Direct Debit payments, interest rate, late payment penalties imposed by us at our discretion for any type of payment).

30. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 10 % per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.

31. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

32. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with you. Late payments or absence of the payment shall give us a right to temporarily, or in some cases even permanently, suspend the provision of services until the payment is received.

33. Receipts for payment will be issued by us only upon your request.

34. All payments must be made in British Pounds unless otherwise agreed in writing between us.

35. We reserve the right to increase the prices for our services from time to time at any point of our provision of services to you. An increase in fees of monthly packages shall stay effective and not be subject to a decrease for a minimum of 3 months, despite any factors or circumstances. If you are an existent customer, you will be notified about the price increase 14 calendar days prior to the increase coming into effect. For the purposes of our engagement, the absence of your response to our notification of the fee increase shall be interpreted as acceptance of the new fee.

36. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.

37. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

38. We can terminate the provision of the Services immediately if you:

a. commit a material breach of your obligations under these Terms and Conditions; or
b. fail to make pay any amount due under the Contract on the due date for payment; or
c. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, a notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency; or
f. demonstrate unacceptable customer behaviour, and Persona Finance has put a permanent restriction on communication with you under Clause 51.

39. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

40. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.

41. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.

42. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
a. any indirect, special or consequential loss, damage, costs, or expenses or;
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
f. any losses caused directly or indirectly by actions, including but not limited to errors, and/or omissions of third parties, including software providers and government authorities, i.e. HMRC, Companies House, and our failure to prevent said losses prior to the action, error and/or omission of a third party taking place, as we may not be held liable for the results of actions, errors and/or omissions of government authorities that are outside of our control.

43. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.

44. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

Unacceptable Customer Behaviour Policy

45. Persona Finance is committed to providing an excellent service to our customers and we will always do our best to help. In return, we expect our customers to behave appropriately and treat our employees with courtesy, consideration and respect, to allow them to carry out their work. We therefore expect fair and reasonable behaviour from our customers in relation to any members of our team. We accept that some people may act out of character in times of trouble or distress. But in a very small number of cases some customers behave in ways that are inappropriate and unacceptable, despite our best efforts to help them.

46. Under our internal privacy policy for our employees and terms of engagement with our contractors, all members of our team reserve a right not to disclose their personal details, i.e. residential address, date of birth, full name, ID details, etc, as you are not under the obligation to store those details securely. We therefore expect our customers to respect the privacy of our team members and not force any of the team members to disclose the details that may be classified as personal and irrelevant.

47. Demonstrating unacceptable behaviour will make it difficult for us to deal with your query or complaint effectively. If you do wish to make a complaint about our level of service, please contact us at enquiries@persona.tax.

48. The following list of information shall constitute Unacceptable Customer Behaviour:

1. any unreasonable behaviour (written or verbal) that we consider might cause employees to feel intimidated, offended, bullied or harassed;
2. threatening emails and telephone calls;
3. inappropriate comments on social media;
4. inappropriate banter, including innuendo;
5. malicious allegations;
6. any form of physical violence or threats of physical violence;
7. derogatory racial, sexist, ageist or homophobic remarks;
8. comments relating to disability, perceived gender, religion, belief or any other protected characteristic;
9. unreasonable demands through the amount of information they seek, nature and scale of service they expect, and volume of correspondence they generate (customers who will not accept a decision taken in relation to their query, or persistently contact us about the same issue, can generate unreasonable demands - taking up a disproportionate amount of time and resources, which can affect our ability to provide a service to other customers); and/or
10. excessive contact because of an unwillingness to accept or agree with a policy decision adopted by Persona Finance.

49. Employees of Persona Finance Ltd do not have to tolerate unacceptable or vexatious behaviour when communicating with our customers; hence, they shall have the right to place the caller on hold, end the call or not reply to an abusive email or letter.

50. The right under Clause 48 shall only be exercised after the employee has allowed the customer to moderate their behaviour by warning them that their conduct is offensive and explaining the measures that might be taken in the event of the continuation of such behaviour.

51. If you continue to display unacceptable behaviour, our senior managers can authorise the decision to place a temporary or permanent restriction on communication with you, and you will be communicated such decision. The communication may also be limited to being conducted in writing, limited to a specific individual or permanently terminated. The permanent restriction on communication shall result in termination of our provision of services to you under Clause 38(f).

52. You may take a temporary break at any time by suspending your account for a period of time («Deactivation Period») for up to 3 months.

53. If your account remains suspended for more than 3 consecutive months, we will presume that you do not wish to reinstate the account and continue receiving our services under the monthly agreement. Therefore, should we not receive a confirmation of your intent to terminate the suspension at any point during the Deactivation Period, our provision of services shall be terminated without the right to resume the services under the initial agreement.

54. During the Deactivation Period you shall be liable to paying us a minimum monthly fee (Maintenance Fee) for software subscriptions, which may vary based on your current software subscription (i.e. in XERO) and third party fee structure and policies, for the purposes of retention of your records in XERO. Third party software fees that remain payable throughout the Deactivation Period may vary and you should request the up-to-date information on Maintenance Fees for the term of your Deactivation Period. Your inability to settle these Maintenance Fees shall not incur any liability for our inability to retain your records and shall give us a right to terminate the engagement with you prematurely.

55. During the entirety of the Deactivation Period less 10 business days, you shall be entitled to request the transfer of XERO account billing from us to you. The request for the transfer shall be made no later than 10 business days prior to the termination of the Deactivation Period. Any requests made past the deadline may be rejected by us at our sole discretion.

56. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.

57. The parties agree that where such processing of personal data takes place, the Customer shall be the 'data controller' and the Service Provider shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

58. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.

59. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party's purposes.

60. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict 'need-to-know' basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.

61. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.

62. Further information about the Service Provider's approach to data protection are specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can email: enquiries@persona.tax.

63. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, technical issues with third party software or government hosted servers, or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

64. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party). All communication shall be conducted via email or by post, with email being the preferred means of communication. Any communication conducted on messengers (e.g. WhatsApp, Telegram) shall not be considered as official correspondence and may only be used from time to time for convenience, however, we may not be held liable for the failure to collect, store or communicate relevant details or documents via messengers, or reply to your queries in a timely manner. All important details, documents, information and data shall be communicated to us ONLY by email or post.

65. Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.

66. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party. It shall be your obligation to notify us of any changes in your contact details to prevent non-delivery of our email, documents or notifications to you. We shall not be held liable for the inability to reach you using original contact details if we have not been duly notified of any changes in those details. It shall always remain your responsibility for ensuring you have access to electronic means of communication with us as was most recently indicated by you.

67. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

68. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

69. This Agreement 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 English and Welsh courts.

Last updated: 24.07.2024