Definitions: definitions.

Term: commencement of term; end of term (indefinite).

Services: obligation to provide services; standard of bookkeeping services; devotion of personnel to services; keeping customer informed of services; handling of deliverables and second party materials; limitations on accountancy-related liabilities.

Professional obligations: conflicts of interest subject to professional rules; scope of Bookkeeper expertise; declining to perform services for lack of qualifications etc.; conflicts of interest subject to professional rules; obligation to notify the Client for late performance; regulatory disclosures and tipping off.

Deliverables: obligation to deliver deliverables; feedback on deliverables; timetable for delivery of deliverables; deliverables warranties.

Client Materials: supply of second party materials; license of Client materials; warranties relating to second party materials.

Intellectual Property Rights: assignment of intellectual property rights in deliverables; license to use deliverables; licensing of third party materials; waiver of moral rights in deliverables; further assurance (intellectual property).

Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.

Timesheets: obligation to keep timesheets; obligation to supply timesheets.

Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.

Suspension of Services: suspension of services.

Bookkeeper's confidentiality obligations: first party confidentiality undertaking; disclosure of confidential information by first party to certain persons; exceptions to first party's confidentiality obligations; disclosures of second party confidential information mandated by law etc.; first party to stop using confidential information upon termination; first party to return or destroy confidential information following termination; first party confidentiality obligations after termination.

Data protection: compliance with data protection laws; warranty of Client's right to disclose personal data (GDPR); details of personal data and purposes of processing by the Bookkeeper (GDPR); duration of personal data processing by Bookkeeper (GDPR); personal data processed by Bookkeeper on instructions (GDPR); authorized international transfers of personal data (GDPR); informing Client of illegal instructions (GDPR); personal data processed by Bookkeeper as required by law (GDPR); confidentiality obligations on Bookkeeper persons processing personal data (GDPR); security of personal data processed by Bookkeeper (GDPR); appointment of sub-processor by Bookkeeper (GDPR); authorization for Bookkeeper to appoint sub-processors (GDPR); Bookkeeper to assist with exercise of data subject rights (GDPR); Bookkeeper to assist with compliance (GDPR); obligation to notify Client of personal data breach (GDPR); Bookkeeper to provide data protection compliance information (GDPR); deletion of personal data by Bookkeeper (GDPR); Bookkeeper to allow audit (GDPR); changes to data protection law.

Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.

Indemnity: first party indemnifies second party upon breach (deliverables); conditions upon first party indemnity; limitations of liability vs indemnities.

Professional indemnity insurance: obligation to maintain professional indemnity insurance.

Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.

Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.

Termination: termination by either party without cause; termination by either party upon breach; termination upon insolvency; termination upon non-payment.

Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.

Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party.

Status of Bookkeeper: first party is independent contractor not employee; no redundancy or compensation.

Notices: contractual notices must be in writing; methods and deemed receipt of contractual notices; substitute contact details for notices.

Subcontracting: subcontracting permitted.

General: no waiver; severability; variation written and signed; asymmetric assignment of contractual rights; no third party rights; entire agreement (commercial terms); governing law; exclusive jurisdiction.

Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.