Please read these carefully before using our website, app or services.
This is an agreement between Profiltr Limited of Ground Floor, Bury House, 31 Bury Street, London, United Kingdom, EC3A 5AR (“we”, “us” and “our”) and you (the “Accountant”), the person or business that is using our service to offer your services to potential clients.
2. Our service
2.1 Our service is a professional service provider identification service that enables persons or businesses who subscribe to our services (“Users”) to identify and engage appropriate accountants. Our service involves a combination of technology (our website at www.profiltr.com, our branded mobile apps and the software and other tools that we make available through them) and personal services. We also provide associated information, products and services as part of our service to Users, through other methods such as e-mail, telephone or a mobile device or computer.
2.2 We shall have the right to make any changes to our services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of our services.
2.3 We have designed our service to enable Users to submit details of matters where they require the advice and/or assistance of an accountant (a “Request for Free Quotes”). Appropriate accountants will be invited to reply to the Request for Free Quotes, which may include you. The appropriate accountants will provide a fee quote for the advice and/or assistance required by the User, together with any conditions or assumptions which might apply to those fees (“Quotes”).
2.4 It is at our discretion as to whether we take forward a User’s Request for Free Quotes. If we chose to, we will consider which accountants registered with our service are described as qualified in the general field relevant to the Request for Free Quotes. Based on the information that you have provided to us during registration in relation to your field(s) of practice, we will determine if, in our reasonable opinion, you may be qualified in the general field relevant to the Request for Free Quotes. In our sole discretion, we may invite you to submit a Quote in respect of that Request for Free Quotes. You accept that our decision as to which accountants might be suitable on each occasion is final and we need not provide any reasons for reaching our conclusion. We will not be liable for any loss of opportunity or business, even if we have been informed of the possibility of such loss.
2.5 You accept that our relationship with you is not exclusive and we will be providing our services to other accountants. We offer and you must accept from us no assurances that your use of our services will result in you securing any new clients or work.
2.6 Although we may offer you the opportunity to submit a Quote in respect of a Request for Free Quotes, we cannot make any kind of guarantee as to the solvency, legality, identity, competence, or quality of the Users who may make a Request for Free Quotes. We merely make information available to you to enable you to identify and determine the suitability of Users for yourself.
2.8 We shall use reasonable endeavours to meet any performance dates specified in a Request for Free Quotes or any Quote but any deadlines that we agree to shall be estimates only and time shall not be of the essence for performance of our services.
2.9 If a User is prepared to accept your Quote the User in question will engage you without our involvement. Please note that by merely indicating their acceptance of your Quote a User will not be entering into a binding contract with you and the User’s retention of your services will need to be negotiated outside of our website or apps.
2.10 Further to 2.9 above, it is your responsibility to negotiate the terms of any work you will perform for any User and any contract made between you and a User is exclusive to you and the User. We will not be a party to any negotiations or contract. This means that we will not be liable for any loss or damage you suffer as a result of any dealings with a User introduced to you through our service. You must identify and select suitable clients, conduct anti-money-laundering and due diligence checks on Users, and we will have no obligation or responsibility to you to do the same. It is your responsibility to comply with your statutory obligations and any other duties and you should not engage a User or permit them to make any deposit or other payment to you without having conducted appropriate checks and due diligence to your satisfaction.
2.11 Please note that we are an independent introducing broker and as such we do not act for you (as agent or otherwise) and we do not owe you any fiduciary duty. Our role is to attempt to identify and introduce you to a number of clients who may be interested in securing your services. We do not provide advice to you or Users and the decision as to which clients (if any) to proceed with and/or offer your services is yours.
2.12 You and we are independent contractors, and no agency, partnership, joint venture or employee-employer relationship between you and us is intended or created.
2.13 You are free to withdraw a Quote at any time before you enter a contract with a User. To do so, please email us at email@example.com.
3. Your obligations
3.1 You shall co-operate with us in all matters relating to our provision of the services.
3.2 You must always be a qualified member of either the Institute of Chartered Accountants in England & Wales (ICAEW) or the Association of Chartered Certified Accountants (ACCA) to use our service.
3.3 You are solely responsible for providing accurate and up to date details to us and to Users when giving information of your accountancy firm and a Quote. We have no obligation to you to check any information or to consider any Quote you give to Users.
3.4 You may only submit Quotes for services you are genuinely capable of supplying, where you have authority to offer your services and where your intention is to provide those services subject to agreeing suitable terms and a contract. You confirm that you are legally entitled to distribute any information which you include in a Quote.
3.5 Where we have given you (or where you have chosen) a username and/or password that enables you to access our services, you are responsible for keeping this username and/or password confidential. We ask you not to share a password with anyone. You accept that we and any User will be entitled to assume that any activity carried out using your username and/or password has been sanctioned by you.
3.6 You will:
a) offer fixed fees within your Quotes;
b) invoice any Referred Users (as defined below) in accordance with your relevant Quote; and
c) ensure that whenever you or any of your Group file any statutory accounts on behalf of a Chargeable Client (defined below) you and your Group clearly state your/their name on the statutory accounts using the same form that you use when you complete your registration details for our service so that we can verify that you/they are undertaking work on a Chargeable Client’s behalf.
4. Restrictions on your use of our service
4.1 You agree that you will not use our services in any unlawful way, which includes your obligations under this Clause 4.
4.2 You will not impersonate another person or entity which includes using or providing us with a false identity.
4.3 You will ensure that all material and information you give us is yours and that you have the right to use it. In using our service you confirm that any information and material you supply does not infringe any patent, trademark, copyright, trade secret or other intellectual property right or proprietary right of any person.
4.4 You will ensure that you do not submit to us any files or data that may contain viruses, may be corrupted, or that may damage the operation of a computer or any other device.
4.5 You will comply with your obligations under Clause 11, and you will not delete or falsify any content or notices included in a Quote or a Reply to a Review (as defined in Clause 11) or any other material or information that you submit to us.
4.6 You must not do anything which might cause our services to be interrupted, damaged, or for our service to have reduced efficiency or impaired functionality;
4.7 You must not restrict or prevent any User or other accountant from using and benefitting from our services.
4.8 You must not provide us with any personal information from which an individual could be identified, unless you are entitled to provide this information.
4.9 You must not copy, reproduce, modify, reverse engineer, create derivative works from, distribute or publicly display any content from our service without our prior written permission.
4.10 You undertake that you will only use our services in good faith in order to identify potential clients for your own accountancy services and, in particular, you undertake that you are not using our services: in order to verify, test or benchmark your own fees against competitors or identify recruitment opportunities; or to research or investigate our services with a view to you, or anyone by whom you are retained, competing with us in the operation of an accountancy brokerage service.
4.11 You accept that damages on their own will not represent a fair or equitable remedy in the event of any breach of the undertaking above and that in the event that you do breach this undertaking an appropriate remedy would be the delivery or destruction (at our election) of any materials (including software) that you generate in breach of the undertaking, in Clause 4.10.
5. Referral fees
5.2 Your obligation to pay the Referral Fee in accordance with Clause 5.4 below shall arise when you or any of your subsidiaries or your holding or parent company from time to time or any subsidiary from time to time of your holding or parent company (“your Group”) submit an invoice in respect of a “Relevant Payment” which shall be any payment in respect of any work undertaken on behalf of:
a) any User in respect of whom we have invited you to submit a Quote (“Referred User”);
b) any subsidiary of a Referred User or its holding or parent company from time to time or any subsidiary from time to time of a Referred User’s holding or parent company (“User Group”);
c) any Referred User’s or User Group’s partners, trustees, officers, employees or members; or
d) any friend or family member that a Referred User or User Group recommends to you or your Group
(together “Chargeable Clients”) unless you can prove that any such payment would have been received in the absence of our invitation to you to submit a Quote.
5.3 The Referral Fee shall be a non-returnable, non-refundable percentage of all Relevant Payments from any Chargeable Client calculated as follows:
a) 15% of any Relevant Payments to be invoiced to the same Chargeable Client during the 12 months following the date of the first Relevant Payment invoice (“Fee Commencement Date”);
b) 15% of any Relevant Payments to be invoiced to the same Chargeable Client during the period from the first to the second anniversary of the Fee Commencement Date;
c) 15% of any Relevant Payments to be invoiced to the same Chargeable Client during the period from the second to the third anniversary of the Fee Commencement Date; and
d) 15% of any Relevant Payments to be invoiced to the same Chargeable Client during the period from the third to the fourth anniversary of the Fee Commencement Date.
5.5 Interest shall be charged on any payment which is outstanding for more than 14 days. We shall be entitled to levy a charge in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (or any legislation that replaces or supplements that Act) on all outstanding sums from the due date until payment is received by us.
6. Reporting and audit obligations
6.1 In order to facilitate our invoicing of Referral Fees we require you notify us in accordance with this Clause 6 whenever:
a) you or your Group are instructed by any Chargeable Clients; and/or
b) you or your Group submit an invoice for a Relevant Payment.
6.2 On the first and each subsequent anniversary of the date on which you registered with us we also require you to provide us with an annual summary of all Relevant Payments invoiced to Chargeable Clients during the preceding 12 months.
6.3 The notifications required under Clauses 6.1 and 6.2 shall be made via email and/or in accordance with our instructions from time to time.
6.4 You must also ensure that accurate records are kept in respect of all instructions received from any Chargeable Clients and all invoices submitted for Relevant Payments by you and your Group.
6.5 We may, at our discretion (but not more than once in each calendar year) arrange, and you shall facilitate, for the records referred to at Clause 6.4 above to be audited by a professionally qualified independent auditor or accountant appointed by us.
6.6 If the audit commissioned by us reveals, or if we otherwise discover, an underpayment of Referral Fees then notwithstanding our rights under Clause 5.6 above you shall, within 14 days after receiving written demand, pay to us:
a) the underpayment;
b) interest calculated in accordance with Clause 5.4 above on such underpayment for the period from the due date for payment, up to and including the date of actual payment of the underpayment; and
c) the full cost of the audit commissioned by us and all legal and professional fees incurred by us in establishing our entitlement to the underpayment.
8. Disclaimers and limitations on our liability
8.1 We make no warranty that our service will always be available, nor do we warrant that access to our service will be uninterrupted or free from errors, or that any defects will be corrected.
8.2 We cannot warrant that our website, app and any technology connected to our service will be virus free or free of any other malicious code. We accept no liability for any loss or damage caused from the transmission of any such code or virus and we strongly recommend that you always install and keep firewalls and anti-malware software up-to-date, so to protect your equipment and data.
8.3 Although we make reasonable efforts to update the information on our website and in our apps and other marketing materials, we make no representations, warranties or guarantees, whether express or implied, that the content on our Site is accurate, complete or up-to-date.
8.4 We are not an accounting firm, we are not regulated by any professional body and we do not provide any accounting services or advice ourselves. As such, there is no professional privilege which applies to any information you or a User may give us. However, you should note that professional privilege may apply to your subsequent correspondence, negotiations and dealings with a User once you are engaged following a User’s Request for Free Quotes, and/or your Quote.
8.5 We do not warrant, and are not liable for, the accuracy, quality or completeness of any information obtained from Users that we introduce to you. We make no assurances about any User, and have no say in, or any control over, any representation they may make to you. Our services do not constitute advice and should not be relied upon in making or refraining from making, any decision. Accordingly, we do not accept any responsibility or liability for the information that any User may provide to you. We cannot accept any liability for, and you agree to hold us harmless against, the same.
8.6 At times, we may source information from third parties on matters such as general news, or profiling of individual accountants. We may choose to include this information on our website and in our apps, for example, which will be for general guidance only and is not accounting advice. Please note that we do not write or control that information, and we will have no responsibility to you or any person for this information. Please take due care if you choose to rely on any such information on our website or on our apps, as this is done at your own risk.
8.7 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
8.9 We shall not be liable for anything, be that failure or delay, which is outside of our control. This includes any circumstance which results in our website or apps being unavailable.
8.10 Other than as expressed above, we shall not be liable in contract, tort, negligence, statutory duty, misrepresentation, or otherwise for any loss or damage whatsoever arising from or in any way connected with our service.
8.12 We shall not be liable to you for any economic loss, which includes loss of business, loss of opportunity, loss of profits, business interruption, or loss of business information. This Clause 8.12 shall apply even if we have been advised that there is a possibility of an economic loss to you.
8.14 Each of the provisions in this section 8 (Disclaimers and limitations on our liability) is independent and shall be taken to be separate to the others.
9. Complaints about Users
9.1 We hope you will not have reason to, but should you have a dispute with a User, you must contact the User directly, or if necessary, direct your concern to an appropriate regulatory or judicial body, or seek legal advice.
9.2 If you do have a dispute with a User introduced to you through our service, please let us have the details of this as soon as possible.
10. Links to other websites
Our website and apps may contain links to other websites of interest. However, once you have used these links to leave our site, you should note that we do not have any control over other websites. Therefore, we cannot be responsible for or accept liability for any loss or damage that may be suffered as a result of following any links.
11.1 Should a User choose to instruct an accountant after using our service, we may give them the opportunity to review that accountant (a “Review”). This is entirely voluntary and the User is not under any obligation to do this.
11.2 Should a User complete a Review which relates to you, we are not under any obligation to notify you that this Review has been posted.
11.3 We do not write or edit any Review and you acknowledge by using our service that we are not responsible or liable to you for the content of any Review. If we are made aware that a Review may contain potentially inappropriate, or perhaps unlawful content, we may at our complete discretion, delete all or part of this Review. There is no obligation on us to notify you of our decision to do this.
11.4 In our absolute discretion, we may offer you an opportunity to reply to a Review (“Reply to Review”). You confirm that any Reply to Review you provide will not contain anything inappropriate or unlawful.
11.5 Reply to Reviews may be programmatically screened to check whether they contain anything inappropriate or unlawful, which may be anything which is threatening or offensive, or might even be sexually explicit, or incite racism, hatred or terrorism. Should we find anything that has such content, we may at our complete discretion, delete all or part of this Reply to a Review. There is no obligation on us to notify you of our decision to do this.
11.6 By providing a Reply to Review, you confirm that it is your honest and independent opinion and that you have not been offered any incentive to write that Reply to a Review.
11.7 Please note that we may at our discretion offer the User a further opportunity to reply to your Reply to Review.
11.9 We are not responsible in any way if your Reply to Review is misused by any third parties.
11.10 We do not endorse or recommend any Reviews or Replies to Reviews. You rely on the information in any Reviews or Replies to Reviews at your own risk. You accept that we do not edit any Reviews or Replies to Reviews made available through our service, meaning we are not responsible or liable for publishing any unlawful content which they may include.
11.11 If you believe that any content within a Review or a Reply to a Review (or anywhere on our sites, apps or materials) is incorrect or potentially unlawful please contact us as soon as possible at firstname.lastname@example.org so that we may take appropriate action.
11.12 You agree to comply with your obligations and responsibilities under this section 11, and you will indemnify us for any loss or costs we suffer or incur should you breach this section 11.
12. Intellectual property rights
12.2 The Intellectual Property referred to above includes (but is not limited to) the following:
a) the software and databases that we use to deliver our services;
b) all text and artwork used in or on our websites, apps and marketing materials;
c) the look-and-feel and get-up of our websites, apps and marketing materials; and
d) the Profiltr name and logo.
12.4 For the avoidance of doubt, if we give you permission in writing to use our name and logo, for example in your marketing materials or on your website, you must ensure that any reference is always accurate and true, and that you do not display these in a misleading, biased or deceptive way. You must display our name and/or logo within any branding guidelines we provide.
12.6 You also agree that we may make reasonable use of your name and logos as provided by you and in good faith to market our services.
13.1 Confidential information is information provided by us or a User to you, whether that applies to us, or to a User, which would reasonably be considered confidential. This includes information concerning our business, affairs, customers, clients or suppliers (the “Confidential Information”).
13.2 Unless required to do so, as explained below, you undertake that you shall not at any time whilst using our services (and for a period of five years after you cease to use our services) disclose any Confidential Information.
13.3 You may only disclose our Confidential Information:
a) If you are required to do so by law, a court or any governmental or regulatory authority;
14. Termination and suspension
14.1 We reserve the right at all times to edit, refuse to post, or to remove from our services any information or materials for any reason whatsoever, and to disclose any information we deem appropriate to satisfy any obligation we may have under applicable laws, regulatory requirements, legal processes, or to satisfy any request of the police, government or any regulatory body.
14.3 You may terminate your use of our services by giving us 28 days’ notice in writing but any termination of our services will not affect your liability:
a) to pay us a Referral Fee under Clause 5 above after the termination has taken effect; and
b) Comply with your obligations under Clause 6 (Reporting and audit obligations) above.
16.3 We may assign, transfer or sub-contract all or any of our rights at any time without any consent from you or another person or body.
17. Governing law and jurisdiction
Referral Fee Examples
On 1 January 2016 you engage a Chargeable Client. The fee you quoted to this Chargeable Client was £1800 plus VAT and you have informed the Chargeable Client that you will collect payment from them on a monthly basis (i.e. the Chargeable Client will pay you 1800/12 = £150 plus VAT per month). In Year 1, you are due to pay us 15% of £1800 (i.e. £270 plus VAT). You will be due to pay us the £270 plus VAT on 1 March 2016 (i.e. two months after you have engaged the client).
On 1 January 2017 you retain the same Chargeable Client for another year of work. The fee you charge the Chargeable Client remains £1800 plus VAT and you have informed the Chargeable Client that you will still collect payment from them on a monthly basis (i.e. the Chargeable Client will pay you 1800/12 = £150 plus VAT per month). In Year 2, you are due to pay us 15% of £1800 (i.e. £270 plus VAT). You will be due to pay us the £270 plus VAT on 1 March 2017 (i.e. two months into your renewed annual relationship with your client).
On 1 January 2018 you retain the same Chargeable Client for another year of work. The fee you charge the Chargeable Client remains £1800 plus VAT and you have informed the Chargeable Client that you will still collect payment from them on a monthly basis (i.e. the Chargeable Client will pay you 1800/12 = £150 plus VAT per month). In Year 3, you are due to pay us 15% of £1800 (i.e. £270 plus VAT). You will be due to pay us the £270 plus VAT on 1 March 2018 (i.e. two months into your renewed annual relationship with your client).
On 1 January 2019 you retain the Chargeable Client for another year of work. The fee you charge the Chargeable Client remains £1800 plus VAT and you have informed the Chargeable Client that you will still collect payment from them on a monthly basis (i.e. the Chargeable Client will pay you 1800/12 = £150 plus VAT per month). In Year 4, you are due to pay us 15% of £1800 (i.e. £270 plus VAT). You will be due to pay us the £270 plus VAT on 1 March 2019 (i.e. two months into your renewed annual relationship with your client).