BETWEEN
(a) SPONDOO ADVISORS LIMITED (a company incorporated in Kenya) whose registered office is at 4b Timshack House, Ngong Road, Nairobi, Kenya (trading as and referred to as, “Spondoo”); and
(b) You / Client
1.1. Definitions
(a) Agreement: refers to the Engagement Letter, Client Registration Form and these Terms & Conditions.
(b) Applicable Laws: refers to all applicable Kenyan laws, regulations and codes from time to time in force (including on anti-bribery and corruption requirements, anti-money laundering and Data Protection Laws).
(c) Business Day: a day other than a Saturday, Sunday or public holiday in Kenya when business in Kenya is open for business.
(d) Confidential Information: refers to information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located), relating to the business, customers, suppliers, products, affairs and finances of each party for the time being confidential to that party, and trade secrets including, without limitation, technical data and know-how relating to the business of each party or any of its or their suppliers, customers, agents, distributors, shareholders, management or business contacts, whether or not such information (if in any form other than oral) is marked confidential.
(e) Data Protection Laws: all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications.
(f) KRA: the Kenya Revenue Authority.
(g) Services: as outlined in the Client Registration Form and agreed between the parties.
1.2. Interpretation
(a) Unless the context requires, words in the singular shall include the plural and the plural shall include the singular.
(b) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
(c) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(d) A reference to a clause is to the clauses of this Agreement.
(e) A reference to writing or written includes email.
2.1 These Terms & Conditions shall commence on the date that the Client Registration Form has been signed and shall continue, unless terminated in accordance with clause 18.
3.1. To comply with Applicable Laws, Spondoo is required to obtain documentation on the Client’s identity, including its persons of significant control (where appropriate). In the event that the Client fails to provide such documentation to Spondoo upon request, Spondoo will have the right to terminate the contractual relationship with the Client.
3.2. If the Client has any previous history in relation to fraudulent or laundering activity, even if this relates to commercial or non-commercial entities for which Spondoo has not been contracted to provide Services, the Client is required to inform Spondoo before Spondoo commences providing its Services.
3.3. The Client is required to disclose to Spondoo the agent authorisation code which it receives from KRA. This agent authorisation code is necessary for Spondoo to register with KRA as the Client’s agent.
4.1. Financial statements include statutory accounts for Company Register, corporate tax return, self-assessment personal tax return and any associated statements/returns that Spondoo has agreed to prepare for the Client.
4.2. The Client must provide all information, explanations and documentation available to Spondoo in order for it to prepare the financial statements.
4.3. The Client must ensure that its bookkeeping records are up to date, complete and accurate before Spondoo can prepare the Client’s financial statements or reports, or file any relevant return with a third party.
4.4. Spondoo shall act diligently when preparing the financial statements, which shall accurately reflect the information provided by the Client regarding its business affairs. Spondoo shall not be responsible for errors arising from incorrect information supplied by the Client.
5.1. The Client is required to provide all supporting documentation in order for Spondoo to deliver its Services. Spondoo requires digital copies of invoices, bills, receipts and relevant contracts from the Client. It is the Client’s responsibility to ensure that it complies with its record-keeping obligations under Applicable Law.
5.2. If the Client’s accounting package with Spondoo includes a specified volume of bookkeeping based on a maximum number of transactions per month, and the number of transactions exceeds this specified monthly limit, Spondoo shall add the additional charges in respect of its bookkeeping at its standard hourly rate.
5.3. From time to time a director at Spondoo may apply discretion over certain charges or provide a fixed-rate price in respect of any catch-up work involved. The price/rate applied in this circumstance shall not be considered to apply to any other work and is limited to the specific work agreed.
5.4. Where the Client is completing its own bookkeeping, Spondoo will try to highlight any issues it finds during the preparation of the Client’s accounts. However, it is ultimately the Client’s responsibility.
6.1. VAT returns. Spondoo will prepare the Client’s quarterly VAT returns and provide them to the Client to approve in each instance.
6.2. VAT data filing services. Spondoo will act as a VAT bridging solution, processing data provided by the Client. Spondoo will not review the data for correctness or completeness in line with Applicable Laws; instead, Spondoo will submit the data to KRA.
7.1. Included. Spondoo’s Services include advising on statutory pay, updating electronic tax codes, preparing and submitting PAYE, NHIF & NSSF calculations, standard management reports, tax filings concerning new starters and leavers, and reviewing attachment of earnings and timesheet entries. Spondoo offers the Client’s employees access to an online portal to view and print payslips.
7.2. Additional services. Spondoo also assists with setting up occupational pension schemes, periodic assessments of the workforce into automatic enrolment categories, and issuing the statutory communication to the Client’s employees.
7.3. Additional services. Spondoo further provides additional Services upon request for a fee, including printed payslips to the Client’s office, client monies payment, PAYE settlement agreements and administering employee holidays.
(a) Client Monies payment – Spondoo offers a third-party payment service for payment of employees’ net pay, tax, NSSF & NHIF remittances due to KRA, and employee benefit or pension provider contributions.
(b) Employee holiday administration – Spondoo provides employee holiday entitlement administration, from simple record-keeping of holidays taken and balances due, to contractual and statutory holiday pay calculations. The fee for this Service depends on the level of support needed by the Client.
7.4. If the Client requires the additional services outlined in clauses 7.2 and 7.3, it is required to notify Spondoo in writing, as such services are not otherwise included.
8.1. In the event that the Client appoints Spondoo to provide management accounting services, the Client acknowledges that this could comprise the following components:
(a) Data mapping/analysis – extraction of data from the Client’s accounting reports for presentation in a useable format.
(b) Accounting logic – Spondoo investigating and implementing existing and future management accounting methodology in the accounts.
(c) Checking bookkeeping – Spondoo investigating, at a high level, the general accuracy of the bookkeeping records, and raising any issues with the Client. Where items are basic or quick to correct, Spondoo will try to make these adjustments within the agreed monthly fee. Where an item or issue involves a great deal of time and work, Spondoo and the Client shall agree a separate fee for that work.
(d) Bookkeeping support – the production of management accounts may include assisting the Client’s existing bookkeeper with items of higher complexity, such as balance reconciliations, monitoring/posting journals arising from management accounting policies, and maintenance of a fixed asset register. Spondoo and the Client shall agree the fee before any work commences. Spondoo may need to work on the Client’s accounts for a limited period before the scope of these items is known; once known, this may result in a revised fee (either up or down).
8.2. Spondoo will not be responsible for presenting incorrect information that results from the Client’s incorrect and/or incomplete bookkeeping records.
8.3. Depending on the frequency agreed for provision of the accounts, Spondoo will agree a cut-off date by which the Client’s bookkeeping records must be closed and complete. Failure to meet this cut-off may result in the Client’s management reports being produced late. Any resulting penalties from third parties will be the Client’s to bear, not Spondoo’s.
9.1. The Client must respond in good time to any questions raised by Spondoo in respect of the Client’s tax affairs and financial history.
9.2. If the Client believes that there are relevant questions that have not been asked, the Client must raise this with Spondoo to allow Spondoo to make an appropriate judgement.
9.3. The Client must declare all of its sources of income and gains (including Kenyan and overseas sources) and make the appropriate information available to Spondoo.
9.4. The Client is responsible for ensuring that it provides all relevant information and pays any outstanding fees to Spondoo in good time and before the personal tax return deadline.
9.5. Spondoo will act diligently in preparing the Client’s personal tax computation and returns, and will prepare the Client’s returns in good time upon receipt of the necessary information.
9.6. Spondoo is not responsible for the Client providing incorrect information or having incomplete records. Spondoo is also not responsible in the event that the Client has made omissions or supplied incorrect values in previous tax periods.
10.1. Spondoo’s pension scheme Services are different to the payroll and auto-enrolment Services it offers, as referred to in clause 7.
10.2. Spondoo’s pension scheme Services refer to Services supplied to the trustees, administrators and/or sponsors of a Kenyan registered pension scheme.
10.3. Pension scheme Services typically include those relating to pension scheme taxation, technology consultancy, pension administration, fund accounting and related scheme returns to KRA or to the Pensions Regulator.
10.4. Spondoo prepares returns to both KRA and the Pensions Regulator based on information supplied to it by the Client. Spondoo is not responsible for any incorrect accounting or pension administration records.
11.1. Umbrella Services are designed to provide specialist PAYE compliance Services to contractors, personal service companies and employers.
11.2. Spondoo’s model allows it to operate its umbrella company Services for clients. The only employment rights that pertain to Spondoo are the statutory payments 100% reclaimable from KRA. No other employment rights are provided by Spondoo or its associated businesses to the Client.
11.3. If the Client is an international employer, it understands that there will be delays for overseas bank transfers. All funds must be received gross, in addition to charges incurred by Spondoo from its own banking arrangements.
12.1. Spondoo’s specialist accountancy services include combined accounting, administrative and software development services. Due to the bespoke nature of these Services, Spondoo and the Client will discuss the services and agree fees separately.
13.1. Fees
(a) Amounts. Spondoo’s fees are based on its understanding of the Client’s business and the workload involved, and are outlined in the Engagement Letter and during completion of the Client Registration Form.
(b) Reduced fees based on annual payment. Spondoo’s accounting and bookkeeping Services are priced as an annual cost per financial period. The Client may choose to pay the entire year in advance before Spondoo completes its work. If the Client chooses to do this, the Client may attract a reduced rate for the year compared with the monthly charge.
(c) VAT. All fees are exclusive of VAT, which shall be chargeable on the Services.
(d) Prior period work. Where Spondoo notices work is required for a previous period, it will notify the Client and await its instruction on how to proceed. For any work on previous periods, Spondoo shall charge the same rate as the fees outlined in the Engagement Letter for the current period. The only exception is if a director of Spondoo determines that the work can be completed at a discounted rate. Spondoo may, in any event, also require payment on account before commencing the work.
(e) Quotes. Any quotes provided by Spondoo are merely an estimate of the work involved and its associated costs. Where it is too complex to estimate fees, Spondoo and the Client shall agree an hourly rate for the particular piece of work.
(f) Fair usage. Spondoo provides Services to small and medium-sized businesses. Spondoo provides support, advice and assistance without specified limits, where this is considered a reasonable level of requests on the time of its team. Where Spondoo considers that the Client is exceeding its fair usage limits, Spondoo will notify the Client, and this will involve a revision in fees to reflect the true cost of the Services being used.
(g) Accounting packages. Spondoo’s accounting packages provide an estimate of the work involved, based on the number of transactions, turnover, foreign/overseas involvement and tax complications the Client faces. If the Client’s business increases above the thresholds/limits of the specific package agreed with Spondoo, Spondoo may need to increase the monthly fees and shall notify the Client at the earliest opportunity.
The packages within Spondoo’s monthly plans are designed to include the following:
i. preparation and filing of the Client’s year-end accounts and corporation tax returns;
ii. filing of the Client’s Annual Return;
iii. provision of quick ad hoc tax advice and support (“quick” refers to no more than ten (10) minutes to answer); and
iv. one (1) online meeting per year – unless otherwise specified/agreed via a separate arrangement.
The packages within Spondoo’s monthly plans do not include:
i. advice requiring computations;
ii. additional research from Spondoo’s team;
iii. third-party consultation;
iv. international tax compliance and residency status;
v. questions on tax matters outside of Spondoo’s contractual relationship (e.g. advising on a new business venture unrelated to the business for which Spondoo has been appointed as the Client’s accountant);
vi. mortgage references, letting references and cashflow forecasts;
vii. more than one (1) online meeting per year;
viii. other company secretarial services (such as directorship changes, registered address changes and Business Registration Service form filings); and
ix. management accounting support.
(h) Fee increases. From time to time, Spondoo shall increase its fees to keep up with inflation or increasing costs. Spondoo shall notify the Client of its fee increases by providing at least fourteen (14) calendar days’ notice in writing.
13.2. Invoicing
The Client will be invoiced at the start of each month, in advance, in respect of the work to be conducted in the following calendar month.
13.3. Payment
(a) Card payment. Spondoo shall collect its fees by card payment within seven (7) calendar days of the invoice being issued. Where a card payment instruction fails, Spondoo will continue to attempt to collect the monies until the transaction is successful.
(b) Bank transfers. Spondoo may agree with the Client for it to pay by bank transfer instead of card payment.
(c) Frequency of payment. If the Client instructs Spondoo part way through its financial year and elects to pay monthly, Spondoo’s first invoice will be in respect of the backdated months since the start of the Client’s financial year. For example, if the Client completes the Client Registration Form on 1 February 2020 for Spondoo to complete its accounts with a financial year end of 30 June 2020, the Client’s first invoice and card payment will be for the monthly charge multiplied by 7 months for the accounting portion of the package; the 7 months represent the period from 1 July 2019 to 31 January 2020.
(d) Late payment of fees. Where fees are paid late as a result of a failed card payment instruction and/or in respect of bank transfers from the Client, Spondoo shall charge annual interest on the outstanding balance at 4% a year above the Central Bank of Kenya’s base rate from time to time. Where the Client is more than sixty (60) calendar days late in making payment, Spondoo may charge a late administration fee of KES 4,000 to the Client’s invoice.
(e) Ownership of records. In the event of non-payment of Spondoo’s fees for services rendered, Spondoo may exercise a right of lien over the books and records in its possession and withhold the documents until payment of its invoice is received in full.
13.4. All fees paid are non-refundable, including in the event of termination by either party.
14.1. Spondoo reserves the right, for the purpose of promotional activity, training or similar business purposes, to refer to the Client’s name as a client of Spondoo. Spondoo will not disclose any Confidential Information.
15.1. Each party undertakes that it shall not, at any time during this Agreement and thereafter, disclose to any person any Confidential Information of the other party, except as permitted by clause 15.2.
15.2. Each party may disclose the other party’s Confidential Information:
(a) where applicable, to its employees, officers, representatives or advisers who need to know such information to carry out the party’s obligations under this Agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party’s Confidential Information comply with this clause 15;
(b) if it is in the public domain or becomes public knowledge other than as a result of a breach of this Agreement or any other duty of confidentiality relating to the information; and/or
(c) as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
15.3. No party shall use any other party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.
16.1. Compliance with Applicable Laws. Each party shall ensure that it complies with Applicable Laws at all times.
16.2. Data protection. Each party is considered an independent Data Controller as defined in Data Protection Laws. Each party shall ensure that it complies with all of its obligations under Data Protection Laws. The Client confirms that it has obtained consent from data subjects (as defined under Data Protection Laws) for any transfers of their personal data (as defined under Data Protection Laws) across borders, including to the United States of America, United Kingdom, India and the United Arab Emirates.
16.3. Data retention. It is the Client’s responsibility to retain documents and records relevant to its tax affairs. During the course of Spondoo’s work, Spondoo will only accept documents in electronic format. The Client is required to retain its own documents in order to comply with its data retention obligations. Spondoo shall not be responsible for retaining any Client documents beyond the statutory requirements imposed on it.
16.4. Insurance. Spondoo maintains professional indemnity insurance, as required under the terms of its practising licence.
16.5. Complaints. If the Client wishes to complain, Spondoo requests that the complaint be submitted by email to complaints@spondoo.ke. A senior member of staff from Spondoo will engage with the Client within seven (7) calendar days.
17.1. Nothing in this Agreement shall limit or exclude the liability of either party for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation; and/or
(c) any matter in respect of which it would be unlawful to exclude or restrict liability.
17.2. Spondoo shall not be liable for special, incidental, consequential, indirect or punitive damages, including but not limited to loss of revenue or profit, loss of anticipated savings, loss of goodwill, injury to reputation, loss of business opportunity, loss of services, unavailability of files, or damage to, corruption of, or loss of data.
17.3. Spondoo shall not be liable for any losses or inconvenience caused to the Client due to Spondoo’s compliance with Applicable Laws (especially in respect of anti-money laundering compliance).
17.4. Spondoo shall not take responsibility for any losses, penalties, surcharges, interest or additional tax liabilities due to KRA, Company Register or any third party.
17.5. Subject to clauses 17.1 and 17.2, the total liability of either party arising under this Agreement shall in no event exceed the fees paid over the twelve (12) months preceding the claim.
18.1. Without affecting any other right or remedy available to it, either party may terminate this Agreement by providing the other party with sixty (60) calendar days’ notice in writing to the registered address of the other party.
18.2. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before that date. The Client is required to ensure that all outstanding invoices have been settled.
18.3. Any clauses which, expressly or by implication, have effect after termination shall continue in full force and effect.
19.1. Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
19.2. No reliance on matters outside of the Agreement. Each party acknowledges that, in entering into this Agreement, it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
19.3. No partnership or agency between the parties. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
19.4. Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties.
19.5. Assignment. Neither party may assign, charge, transfer or deal in any other manner, whether in whole or in part, with any of its rights and obligations under this Agreement without the prior written consent of the other party.
19.6. No automatic waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19.7. Severability. If any clause or sub-clause of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant clause or sub-clause shall be deemed deleted. Any modification to or deletion of a clause or sub-clause under this clause shall not affect the validity and enforceability of the rest of this Agreement.
19.8. Notices. A notice given to a party under or in connection with this Agreement shall be in writing and sent to the party at the contact address notified in writing to the other party at the time this Agreement was signed. This clause does not apply to the service of any proceedings or other documents in any legal action, arbitration or other method of dispute resolution; in those situations, notices must be served on a party’s registered address (where applicable).
19.9. Third party rights. No one other than a party to this Agreement, and their successors and permitted assignees, shall have any right to enforce any of its terms.
19.10. Force majeure. Neither party shall be in breach of the Agreement, nor liable for delay in performing or failure to perform any of its obligations under the Agreement, if such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for fourteen (14) calendar days, the unaffected party may terminate the Agreement by giving the affected party five (5) calendar days’ written notice.
19.11. Governing law. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the law of Kenya.
19.12. Jurisdiction. Each party irrevocably agrees that the courts of Kenya shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Information provided on this site is guidance only and may change in line with Kenyan law and regulations. Users must not treat this as financial advice or as their sole resource when making a financial decision. Spondoo and Spondoo.ke are trading names of Accounting SQL Limited, an authorised and licensed accounting firm in the United Kingdom. This trading name is licensed to Spondoo Advisors Limited, an authorised and licensed accounting firm in the Republic of Kenya.
Summary of grammar, consistency and clarity fixes applied to the published Kenya Terms & Conditions. Legal substance has not been changed.
Information provided on the site is merely guidance that may change in line with Kenya law and regulations. Users must not consider this to be financial advice or their sole resource when making any financial decision. Spondoo & Spondoo.ke is a trading name of Accounting SQL Limited, authorised & license accounting firm in the United Kingdom. This trading name is licensed to Spondoo Advisers Limited, an authorised & licensed accounting firm in the Republic of Kenya. © Copyright 2023 - Spondoo.Ke - All Rights Reserved |