Terms of business

1. Who we are and when these terms apply

Livy is the trading name of Livy Technologies Limited (“Livy”, “we”, “us”). We are registered in England and Wales with company number 17356112. Our registered office is 66 Paul Street, London, England, EC2A 4NA. Contact us at hello@livy.com.

These terms are intended for UK businesses, including companies and sole traders acting for business purposes. The client is the person or company named in our engagement letter. A person acting for a company must have authority to bind it.

Browsing our website, creating an account or joining early access does not appoint us as your accountant or mean we have accepted responsibility for any filing or deadline. Accountancy services start only when we have completed our acceptance checks and both parties have agreed an engagement letter and these terms.

2. Your engagement letter

Your engagement letter sets out who we act for, the services included, the start date, accounting periods, agreed deadlines, fees, payment arrangements and how either party can end the engagement. It also identifies any specific exclusions and any additional schedules that apply.

The engagement letter takes priority if it expressly conflicts with these terms. Changes to the scope, fees or allocation of responsibility must be agreed in writing. Website descriptions and estimates are not a substitute for the agreed scope.

Services such as bookkeeping, VAT, annual accounts, Corporation Tax, payroll, CIS or Self Assessment are included only where the engagement letter says so. Audit, investment advice, legal advice and representation in tax investigations are not included unless separately agreed and within our permitted services.

3. Our responsibilities

We will perform the agreed services with reasonable care and skill, keep your information confidential and tell you about material issues or delays we identify. We are responsible for the work we agree to undertake, including work supported by our software or service providers, subject to the third-party disruption provisions in section 9.

We use technology and automation to support delivery. This does not remove our responsibility for the agreed service. Financial estimates and forecasts depend on the information and assumptions available at the time; they are not guarantees of an outcome or a particular tax treatment.

Where a return or other document needs your approval, we will request it before submission. We submit on your behalf only within the authority you have given us. We will explain which deadlines we have accepted responsibility for and what information or approvals we need to meet them.

4. Your responsibilities

You must provide complete, accurate information and records in time for the agreed work, tell us promptly about relevant changes and respond to requests for information or approval. Tell us about any existing or imminent deadline before we accept the engagement.

You must have permission to share information about your business and other people, and to connect any bank account or other service. Keep your own source records for the periods required by law, and check documents we ask you to approve.

Appointing an accountant does not transfer the statutory duties of a director, employer or taxpayer to that accountant. You remain responsible to the authorities for your business’s records, returns and payments. That does not reduce our responsibility to you for a failure to perform our agreed work with reasonable care and skill.

5. Identity checks and legal obligations

We may need to verify your identity, ownership, authority and source of funds, and carry out anti-money laundering and sanctions checks before and during an engagement. If necessary information is unavailable, or the law requires it, we may be unable to start or continue work.

We may have to report information to a competent authority without seeking permission or telling you. Our confidentiality obligations do not prevent disclosures required by law. We will not begin work that requires anti-money laundering supervision until the necessary supervision is in place.

6. Fees and payment

Your engagement letter states the fees, whether VAT applies, payment dates and any recurring payment authority. We will agree additional work and its cost before undertaking it. You are responsible for taxes and amounts payable to public authorities unless we expressly agree otherwise. Our limited company subscriptions include the annual Companies House fee for filing a confirmation statement online, currently £50. We do not charge that fee separately. Other statutory fees and taxes are not included unless expressly agreed.

Tell us promptly if you dispute a bill so we can investigate. Before suspending services for overdue, undisputed fees, we will give written notice, a reasonable opportunity to resolve the issue and explain the effect on upcoming deadlines, unless immediate action is required by law.

7. Confidentiality and personal information

We keep client information confidential and share it only as needed to deliver the agreed service, with your authority, or where the law permits or requires it. This obligation continues after the engagement ends.

Our Privacy Policy explains our use of personal information. Where we act as a processor on your instructions, for example for a specifically agreed payroll service, we will agree the necessary data-processing terms before that processing begins. The privacy policy is information about our processing, not a request for blanket consent.

8. App and website terms of use

You may use our website and apps for lawful purposes connected with your business and the services available to you. We give you a limited, non-exclusive, non-transferable right to use them during your authorised access. We retain ownership of our software, designs and other intellectual property; you retain ownership of your business records and content.

Keep your sign-in credentials secure, use your own authorised account and notify us promptly if you suspect unauthorised access. You are responsible for managing the people you authorise to access your business account.

You must not:

• Access another person’s account or data without permission, or bypass security or access restrictions.
• Upload malicious code, disrupt the service or use it for unlawful or fraudulent activity.
• Copy, resell or exploit our software without permission, or reverse engineer it except where the law allows.
• Upload information you have no right to share or use the service to infringe another person’s rights.

We may update the apps and may require a supported device or software version. Access can be interrupted by maintenance, faults or events outside our control. We will take reasonable steps to restore access and communicate material disruption affecting our services. Section 9 explains our responsibilities and the limits of our liability where a third-party disruption affects the service.

We may restrict access where reasonably necessary to protect data, prevent misuse or comply with law. Where lawful and practicable, we will explain the reason, give you a chance to resolve it and arrange access to your records. Connected third-party services may have their own terms and availability limits.

General website content is information, not advice tailored to your circumstances. Advice we give under an engagement is for the client and the agreed purpose; others may not rely on it without our written agreement.

9. Responsibility if something goes wrong

We are responsible for loss caused by our breach of contract or failure to exercise reasonable care and skill, subject to applicable law and the limitations set out below and expressly agreed in your engagement letter.

Agreed limit of liability

Subject to the liabilities that cannot be limited below, our total liability to you arising out of or in connection with an engagement will not exceed the liability cap expressly stated and agreed in its engagement letter. This applies to claims in contract, tort (including negligence), breach of statutory duty or otherwise, including claims relating to use of our apps in delivering that engagement.

The cap is a single aggregate limit for all claims under that engagement, not a separate limit for each claim, return or service. Unless the engagement letter expressly provides otherwise, it applies across the full duration of that engagement and does not reset annually. Any different period, renewal arrangement or treatment of related claims must be stated in the engagement letter and agreed in writing.

We will bring the proposed amount and how it applies to your attention before you accept the engagement. You may ask to discuss a different limit before agreeing. If no amount has been expressly agreed, this clause does not impose a financial cap. The cap is not determined by the amount our insurer pays on a claim.

We are not responsible for a failure to the extent it is caused by inaccurate or late information or withheld approvals, provided we have exercised reasonable care and skill and taken reasonable steps to reduce the impact. We will explain any consequences we identify.

Third-party outages and disruption

To the extent permitted by law, we are not liable for delay, failure to perform or resulting loss, including penalties or interest, to the extent caused by an outage, interruption or failure of a third-party service beyond our reasonable control. This includes cloud infrastructure such as Google Cloud, telecommunications, banking connections and HMRC or Companies House systems. This exclusion applies only where the disruption and its relevant consequences could not reasonably have been prevented or avoided by us exercising reasonable care and skill.

We remain responsible to the extent our own breach, negligence or failure to take reasonable precautions caused or contributed to the loss. Using a third party does not excuse a failure by us to exercise reasonable care in selecting and managing providers, maintaining appropriate continuity arrangements or responding to an incident.

If a disruption occurs, we will use reasonable endeavours to remedy the situation and minimise its impact. This includes notifying you promptly of material effects we identify, working with the provider to restore service, considering reasonable alternative ways to complete affected work, keeping you updated and completing outstanding work as soon as reasonably practicable. Any relief from our contractual performance obligations is limited to the work and period actually affected; it does not extend a statutory filing or payment deadline.

Where the disruption affects an agreed filing or payment obligation, we will keep available evidence of the incident and, where appropriate and with your authority, contact HMRC or the relevant authority, explain the circumstances and submit supporting correspondence or a penalty appeal based on a reasonable excuse. We will take reasonable steps to meet the applicable appeal deadline and tell you about any action you need to take. This assistance forms part of our response to the disruption; any separate tribunal representation would require agreement.

An outage does not automatically amount to a reasonable excuse. HMRC or the relevant authority decides whether to accept an explanation, allow an appeal or waive a penalty or interest, and we cannot guarantee the outcome. You must continue to pay tax and fulfil any obligations that remain possible during the disruption.

Liabilities that cannot be limited

Nothing in these terms or an engagement letter excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded or limited. Nothing removes mandatory consumer rights where they apply. The agreed cap applies only to the extent permitted by law and does not restrict the rights of regulators or people who are not bound by the engagement.

10. Ending an engagement and handing over

The engagement letter sets out notice periods and any minimum commitment. Either party may end the engagement for a material breach that is not remedied within a reasonable period after written notice. We may end it immediately where continuing would be unlawful.

On termination, we will confirm the effective date, work completed, outstanding fees and known deadlines or actions that require attention. We will cooperate with a reasonable transfer to you or your authorised new accountant, subject to legal duties and confidentiality. Any charge for additional handover work must be agreed in advance.

Ending an engagement does not erase records we must retain by law or for legitimate purposes explained in our privacy policy. We will explain how to obtain your records before account access ends, where lawful and practicable.

11. Complaints, changes and governing law

Please follow our Complaints procedure if you are unhappy with our work. Raising a complaint does not affect your legal rights.

We may publish revised terms, with an updated date. Publishing a new version does not retrospectively change an existing engagement: material contractual changes must be notified and agreed in writing. We will explain any change required by law.

These terms and any engagement are governed by the law of England and Wales, and its courts have jurisdiction, subject to any mandatory rights to bring proceedings elsewhere. A person who is not a party has no right to enforce the engagement under the Contracts (Rights of Third Parties) Act 1999. If a provision is unenforceable, the remaining provisions continue to apply.