Self-Billing Agreement

This Self-Billing Agreement is made under the provisions of HMRC Notice 700/62 (Self-billing) and forms part of the Syncible Partner Programme Terms and Conditions. It sets out the arrangement under which Syncible will issue self-billed invoices to the Partner in respect of Commission payments due under the Partner Programme.

This Agreement should be read together with the Syncible Partner Programme Terms and Conditions. Capitalised terms used in this Agreement have the meanings given to them in those Terms and Conditions, unless otherwise defined here.

1. The Parties

This Self-Billing Agreement is between:

• The Self-Biller (the "Customer") — We Design It Ltd, trading as Syncible, a company registered in England and Wales with company number 09412463, VAT registration number GB283282588, whose registered office is at Wilson House, 2 Lorne Park Road, Bournemouth, Dorset, BH1 1JN, referred to as "Syncible", "we", "us", or "our"; and

• The Supplier (the "Partner") — the accounting practice or bookkeeping firm named in the Partner application form and accepted into the Syncible Partner Programme, referred to as "the Partner", "you", or "your". The Partner’s name, address, and (where applicable) VAT registration number are as recorded in the Partner’s account on the Syncible partner dashboard.

2. Scope of this Agreement

2.1 What this Agreement covers

This Agreement applies to all supplies made by the Partner to Syncible in respect of Commission earned under the Syncible Partner Programme. Specifically, Syncible will issue self-billed invoices on the Partner’s behalf for Commission accrued and payable in accordance with the Partner Programme Terms and Conditions.

2.2 What this Agreement does not cover

This Agreement does not cover any other supplies the Partner may make to Syncible, or any supplies Syncible may make to the Partner. Each party must invoice such other supplies in the normal way.

3. Partner VAT Status

3.1 Declaration at application

The Partner has declared its VAT registration status as part of its application to the Partner Programme. The Partner’s current VAT registration status is recorded in the Partner’s account on the Syncible partner dashboard.

3.2 Notification of change

The Partner must notify Syncible in writing (to legal@syncible.co.uk) within 14 days of any change in its VAT registration status, including:

• any application to register for VAT;

• the date of effective registration, and the VAT registration number issued;

• any cancellation of VAT registration, and the effective date.

The Partner acknowledges that failure to notify Syncible of a change in VAT status may result in incorrect self-billed invoices being issued, and the Partner indemnifies Syncible against any HMRC penalty or interest charge arising from such failure.

4. Self-Billed Invoices

4.1 Frequency

Syncible will issue self-billed invoices monthly, in respect of Commission accrued during the preceding calendar month, subject to the minimum payout threshold and Clawback provisions in the Partner Programme Terms and Conditions.

4.2 Format and content

Each self-billed invoice will contain all information required by HMRC for a valid VAT invoice, namely:

1. a unique sequential invoice number;

2. the date of issue;

3. the tax point (the date the supply takes place);

4. the Customer’s name, address, and VAT registration number (Syncible / We Design It Ltd);

5. the Supplier’s name, address, and VAT registration number (where the Partner is VAT-registered);

6. a description of the supply (Commission earned under the Syncible Partner Programme for the relevant period);

7. the quantity or extent of the supply;

8. the unit price (where applicable);

9. the total amount excluding VAT (where the Partner is VAT-registered);

10. the rate and amount of VAT charged (where the Partner is VAT-registered);

11. the total amount payable;

12. the statement: "The VAT shown is your output tax due to HMRC."

13. the statement: "SELF-BILLING — This invoice has been raised on behalf of the supplier by the customer under a self-billing agreement."

4.3 Method of delivery

Self-billed invoices will be made available to the Partner via:

• the Partner dashboard at syncible.co.uk/partners/dashboard (downloadable as PDF); and

• email to the Partner’s registered email address, attached as a PDF.

4.4 Tax point

The tax point for each self-billed invoice is the date the invoice is issued, which corresponds to the standard monthly payment cycle described in the Partner Programme Terms and Conditions.

5. VAT Treatment

5.1 VAT-registered Partners

Where the Partner is registered for VAT in the United Kingdom:

14. Syncible will issue self-billed invoices showing the Commission amount plus VAT at the standard rate (currently 20%);

15. Syncible will pay the Partner the total amount including VAT;

16. the Partner is responsible for accounting for the output VAT on its VAT return in accordance with HMRC self-billing rules;

17. Syncible may reclaim the VAT shown on the self-billed invoice as input VAT, subject to its own VAT scheme and HMRC rules.

5.2 Non-VAT-registered Partners

Where the Partner is not registered for VAT:

18. Syncible will issue self-billed invoices showing the Commission amount only, with no VAT added;

19. Syncible will pay the Partner the Commission amount;

20. the self-billed invoice will not be a VAT invoice and will not show a VAT registration number for the Partner.

5.3 Cross-period VAT status change

If the Partner’s VAT registration status changes during a self-billing period:

21. Commission accrued before the effective date of the change is invoiced under the prior VAT status;

22. Commission accrued on or after the effective date of the change is invoiced under the new VAT status;

23. Syncible may, at its discretion, issue separate self-billed invoices for the periods before and after the change for clarity.

6. Partner Undertakings

Under this Self-Billing Agreement, the Partner undertakes to:

24. accept invoices raised by Syncible on the Partner’s behalf in respect of all supplies of Commission services to Syncible under the Syncible Partner Programme until the earlier of (i) termination of this Agreement under clause 9, (ii) termination of the underlying Partner Programme Terms and Conditions, or (iii) the date on which the parties otherwise agree;

25. not raise any sales invoices or VAT invoices for supplies to which this Self-Billing Agreement applies (such supplies being invoiced solely by Syncible under this Agreement);

26. notify Syncible in writing (to legal@syncible.co.uk) within 14 days if the Partner:

    • changes its VAT registration number;

    • ceases to be registered for VAT;

    • becomes newly registered for VAT;

    • sells or otherwise transfers its business as a going concern;

    • changes its name, trading name, or registered address;

27. retain copies of all self-billed invoices for the period required by HMRC (currently 6 years from the date of issue);

28. account for any output VAT shown on self-billed invoices on the Partner’s own VAT return in the period in which the tax point falls (where the Partner is VAT-registered);

29. not register the same supplies elsewhere or with another self-biller in a way that would lead to duplicate VAT accounting.

7. Syncible Undertakings

Under this Self-Billing Agreement, Syncible undertakes to:

30. issue self-billed invoices in respect of all Commission supplies from the Partner under the Syncible Partner Programme during the term of this Agreement;

31. include all information required by HMRC for a valid VAT invoice as set out in clause 4.2;

32. issue self-billed invoices in line with the standard monthly payment cycle described in the Partner Programme Terms and Conditions;

33. issue self-billed invoices to the Partner via the methods set out in clause 4.3;

34. not show on a self-billed invoice any VAT for a Partner who is not VAT-registered;

35. notify the Partner of any change in Syncible’s own VAT registration status that may affect the operation of this Agreement;

36. retain copies of all self-billed invoices for the period required by HMRC (currently 6 years from the date of issue);

37. account for any input VAT claimed on self-billed invoices in accordance with HMRC rules and Syncible’s own VAT scheme.

8. Review of this Agreement

This Self-Billing Agreement remains in force for the duration of the Partner’s participation in the Syncible Partner Programme, subject to:

38. the Partner’s VAT registration status remaining as declared (or as updated under clause 3.2);

39. the Partner’s notification under clause 6 of any matter requiring review;

40. any HMRC requirement that the parties review and renew the Agreement at intervals.

Where HMRC guidance requires self-billing agreements to be reviewed periodically (currently at least every 12 months), the parties will conduct such a review and either:

• confirm in writing that the Agreement remains in force on the existing terms; or

• agree any amendments to this Agreement in writing.

Syncible will initiate any required periodic review by sending a renewal confirmation to the Partner. The Partner’s continued acceptance of self-billed invoices following the renewal confirmation constitutes confirmation that the Agreement remains in force.

9. Termination of this Agreement

9.1 Termination on termination of Partner Programme Terms

This Self-Billing Agreement automatically terminates on termination of the Partner Programme Terms and Conditions, except in respect of:

41. self-billed invoices for Commission earned during the Tail Period (if applicable) under clause 12.4 of the Partner Programme Terms and Conditions;

42. any final settlement payment under clause 6.4 of the Partner Programme Terms and Conditions.

9.2 Termination by either party

Either party may terminate this Self-Billing Agreement by giving the other party at least 30 days’ written notice (to legal@syncible.co.uk in the case of notice to Syncible, or to the Partner’s registered email address in the case of notice to the Partner). On termination of this Self-Billing Agreement:

43. Syncible will issue a final self-billed invoice in respect of any Commission earned up to the effective date of termination;

44. from the effective date of termination, the Partner may issue its own invoices to Syncible in respect of any further Commission supplies (for example, during a Tail Period);

45. the underlying Partner Programme Terms and Conditions continue in force unless separately terminated.

9.3 Effect of termination

Termination of this Self-Billing Agreement does not affect the validity of self-billed invoices issued before the effective date of termination. Both parties remain bound by the obligations under those invoices, including the obligation to retain records under clauses 6 and 7.

10. Confidentiality

The confidentiality provisions in clause 14 of the Partner Programme Terms and Conditions apply to information shared under this Self-Billing Agreement, including (without limitation) the Partner’s VAT registration details, bank account details, and Commission amounts.

11. General Provisions

11.1 Relationship to Partner Programme Terms and Conditions

This Self-Billing Agreement supplements and is incorporated into the Syncible Partner Programme Terms and Conditions. In case of conflict between this Agreement and the Partner Programme Terms and Conditions, the Partner Programme Terms and Conditions take precedence except in respect of self-billing matters, on which this Agreement takes precedence.

11.2 Notices

Notices under this Agreement are given in accordance with clause 21 of the Partner Programme Terms and Conditions.

11.3 Assignment

This Agreement is assigned automatically with the Partner Programme Terms and Conditions under clause 20 of those Terms.

11.4 Governing law and jurisdiction

This Agreement is governed by the laws of England and Wales. The exclusive jurisdiction clause in clause 23 of the Partner Programme Terms and Conditions applies to this Agreement.

12. Acknowledgement

By accepting these terms (whether by ticking the relevant checkbox at application, by activating the Partner account, or by accepting self-billed invoices from Syncible), the Partner:

46. confirms acceptance of this Self-Billing Agreement;

47. confirms that the Partner is the supplier of the Commission services and has the authority to enter into a self-billing arrangement;

48. acknowledges the obligations set out in clauses 3 and 6;

49. confirms that the VAT registration status declared at application (and as may be updated) is accurate.

For HMRC reference: this Self-Billing Agreement is intended to comply with the requirements of HMRC Notice 700/62 (Self-billing). It should be retained by both parties for the period required by HMRC (currently 6 years).