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 “User”), the person or business that is using our service to identify an appropriate accountant.
2. Our service
2.1 Our service is a professional service provider identification service that enables Users such as yourself to identify and engage 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. As part of our service we also provide associated information, products and services through other methods such as email, 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 you to submit details of matters where you require the advice and/or assistance of an accountant (a “Request for Free Quotes”). Accountants who feel they can help will reply to the Request for Free Quotes, and will provide a fee estimate for the advice and/or assistance you require, together with any conditions which might apply to those fees (“Quotes”).
2.4 Our services are for use in connection with accounting, tax and other professional advice and assistance in England and Wales only.
2.6 It is at our discretion as to whether we take forward your Request for Free Quotes. If we choose to, we will consider which accountants registered with our service are described as qualified in the general field which is relevant to your Request for Free Quotes. We only make details of accountancy firms available to you, and do not guarantee the availability, competence, quality or ability of those accountants who may provide you with a Quote.
2.7 We shall use reasonable endeavours to meet any performance dates specified in a Request for Free Quotes but any deadlines that we agree to shall be estimates only and time shall not be of the essence for performance of our services.
2.8 If you are prepared to accept any Quotes you will need to engage the accountants, without our involvement. Please note that by merely indicating your acceptance of a Quote you will not be entering into a binding contract with the accountant in question and your retention of any accountant will need to be agreed outside of our website or apps.
2.9 It is your responsibility to decide whether the accountants who provide a Quote are suitable for the assistance or advice you have in mind. Any negotiations, instruction, terms and/or contract are exclusive to you and the accountant, and we will not be a party to those. This means that we will not be liable for any loss or damage you suffer as a result of any dealings with an accountant introduced to you through our service.
2.10 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 professional service providers who may be appropriate to the needs of your business. We do not provide advice to you and the decision as to which accountant (if any) to proceed with and/or engage is yours.
2.11 You and we are independent contractors, and no agency, partnership, joint venture or employee-employer relationship between you and us is intended or created.
2.12 You are free to withdraw a Request for Free Quotes at any time. To do so, please email us at firstname.lastname@example.org. However, please note you may be subject to any separate terms you enter or agree with an accountant. Withdrawing your Request for Free Quotes will not affect any pre-existing engagement you already have with another accountant.
3. Your obligations
3.1 You are responsible for accurately describing your Request for Free Quotes in sufficient detail and for ensuring that the information you provide is true and up to date. You should note that the appropriateness of the accountant that we propose and the accuracy of any Quotes that they provide to you is determined by the details provided in your Request for Free Quotes.
3.2 You shall co-operate with us in all matters relating to our provision of the services.
3.3 Please note that you are responsible for ensuring that any accountant we introduce to you is credible and suitable for your purposes. You should conduct your own checks and research into an accountant to ensure you are happy to proceed with instructing that accountant, and you should not continue if you have any doubts or concerns about the accountant’s credibility or suitability.
3.4 You are solely responsible for ensuring the information you provide in a Request for Free Quotes is legal and accurate and when submitting the information to us, you are confirming that you are legally entitled to distribute that information and that the work detailed is for a genuine piece of work or project.
3.5 When submitting the Request for Free Quotes, you confirm you have the authority to engage an accountant, and that you fully intend to do so subject to negotiating suitable terms with an appropriate accountancy firm.
3.6 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 accountant will be entitled to assume that any activity carried out using your username and/or password has been sanctioned by you.
3.7 You must also ensure that whenever any accountants that we introduce to you file any statutory accounts on your behalf they clearly state their name on the statutory accounts so that we can verify that they are undertaking work on your 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 a false identity.
4.3 You will not induce a Quote from an accountant based on information you know to be false or fraudulent.
4.4 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.
4.5 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.
4.6 You will comply with your obligations under Clause 10, and you will not delete or falsify any content or notices included in a Request for Free Quotes or a Review (as defined in Clause 10) or any other material or information that you submit to us.
4.7 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.
4.8 You must not restrict or prevent any accountant or other User from using and benefitting from our services.
4.9 You must not provide us with any personal information (relating to another person) from which such other person could be identified, unless you are entitled to provide this information.
4.10 The content provided in our services is our property. Unless you have our prior written consent, you must not copy or reproduce it in any way, which includes modifying, reverse engineering, or creating derivative works from this content.
4.11 You must not distribute or publicly display any content from our service without our prior written permission.
4.12 You undertake that you will only use our services in good faith in order to identify potential accountants to undertake your services on your behalf and, in particular, you undertake that you are not using our services:
a) as an accountant yourself, in order to verify, test or benchmark your own fees or services or identify recruitment opportunities; or
b) 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.
4.13 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 up or destruction (at our election) of any materials (including software) that you generate in breach of this undertaking.
5. Notice of referral fee
5.1 Subject to Clause 5.4 below we do not make any charge to you for the use of our services. We charge accountants a referral fee equal to 15% (plus applicable VAT) of any amounts that you pay to them in respect of any work completed by the accountant on your behalf for a fixed number of years.
5.2 We will also charge an accountant a referral fee where it or any of its subsidiaries or its holding or parent company from time to time or any subsidiary from time to time of its holding or parent company (“accountant Group”) is paid in respect of any work undertaken on behalf of:
unless the accountant can prove that any such payment would have been received in the absence of any of your Requests for Free Quotes.
a) 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”);
b) any of your or your Group’s partners, trustees, officers, employees or members; or
c) any friend or family member that you recommend to the accountant or the accountant Group
5.3 From time to time we may request you to confirm if you have retained any accountants or accountant Group through the use of our service (and if so, whom) and where we make this request you agree to provide detailed and honest answers to our questions.
5.4 In the event that any accountants that we introduce to you fail to pay us any referral fees due to us you shall be jointly liable for any such referral fees and we shall be entitled to recover from you any such referral fee within 28 days of the date of our invoice.
7. Disclaimers and limitations on our liability
7.1 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.
7.2 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, to protect your equipment and data.
7.3 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.
7.4 We are not an accounting firm, we are not regulated by any professional body and we do not provide any accounting services or advice. As such, there is no professional privilege which applies to any information you or an accountant may give us. However, you should note that professional privilege may apply to your subsequent correspondence, negotiations and dealings with an accountant once you are engaged following your Request for Free Quotes, and/or the accountant’s Quote.
7.5 We do not warrant, and are not liable for, the accuracy, quality or completeness of any advice, information or assistance obtained from accountants that we introduce to you. We make no assurances about any accountant, 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 services that any accountant may provide to you. We cannot accept any liability for, and you agree to hold us harmless against, the same.
7.6 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.
7.7 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.
7.8 Without prejudice to 7.7 above, if you are dissatisfied with our service, your only remedy under these Terms shall be to discontinue use of our services.
7.9 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.
7.10 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.
7.12 We shall not be liable to you for any economic loss, which includes loss of business, loss of profits, business interruption, or loss of business information. This Clause 7.12 shall apply even if we have been advised that there is a possibility of an economic loss to you.
7.14 Each of the provisions in this section 7 (Disclaimers and limitations on our liability) is independent and shall be taken to be separate of the others.
8. Complaints about accountants
8.1 We hope you will not have reason to, but should you have a dispute with an accountant, you must contact the accountant directly, or if necessary, direct your concern to an appropriate regulatory body or seek legal advice. The appropriate body will depend on the nature of the accountant involved, but it is likely that one or more of the following will be able to help you:
8.1.1 Association of Chartered Certified accountant (ACCA)
8.1.2 Association of International accountants (AIA)
8.1.3 Institute of Chartered accountant in England and Wales (ICAEW)
8.2 In the unfortunate event that you do have a dispute with an accountant introduced to you through our service, please let us have the details of this as soon as possible.
9. 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.
10.1 We may give you the opportunity to review an accountant you might instruct through our service (a “Review”). This is entirely voluntary and you are not under any obligation to do this. Any Review submitted may be used by us or the accountancy firm in question as part of marketing material and featured on our (or their) website as appropriate.
10.2 When completing a Review, you confirm that it will not contain any unlawful or inappropriate content. Your 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 contents, 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.
10.3 By providing a Review, you confirm that it is your honest and independent opinion and that you have not been offered any incentive to write that Review.
10.4 We may offer an accountant the opportunity to reply to a Review you write (a “Reply to a Review”). Should an accountant complete a Reply to a Review which relates to you, we are not under any obligation to notify you that this Reply to a Review has been posted.
10.5 We do not write or edit any Reply to a Review and you acknowledge by using our service that we are not responsible or liable to you for the content of any Reply to a Review. If we are made aware that a Reply to a Review may contain potentially inappropriate, or perhaps unlawful 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.
10.7 We are not responsible in any way if your Review is misused by any third parties.
10.8 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 that we are not responsible or liable for publishing any unlawful content which they may include.
10.9 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 email@example.com so that we may take appropriate action.
10.10 You agree to comply with your obligations and responsibilities under this section 10, and you will indemnify us for any loss or costs we suffer or incur should you breach this Clause 10.
11. Intellectual property rights
11.2 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.
11.5 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.
12.1 Confidential information is information provided by us or an accountant to you, whether that applies to us, or to an accountant or another User, which would reasonably be considered confidential. This includes information concerning our business, affairs, customers, clients or suppliers (the “Confidential Information”).
12.2 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.
12.3 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;
13. Termination and suspension
13.1 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.
15.3 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.
16. Governing law and jurisdiction