Standard Terms of Business

The purpose of this schedule is to set out the standard terms of business that apply to all engagements accepted. All work carried out is subject to these terms except where changes are expressly agreed in writing.

These standard terms of business are applicable to all types of entities (e.g. companies, LLPs, charities, friendly societies, academies, pension schemes, etc.). Any reference therefore to ‘director’ or ‘company’ should be interpreted as appropriate for the entity type (e.g. partner, trustee, governor, charity, LLP, etc.).

1. Professional obligations

1.1 As required by the Provision of Services Regulations 2009 (SI 2009/2999), details of the firm’s professional registrations can be found here.

1.2 We are regulated by the Institute of Chartered Accountants in England and Wales (ICAEW) and will observe the byelaws, regulations and ethical guidelines of the ICAEW and accept instructions to act for you on the basis that we will act in accordance with those guidelines. In particular you give us authority to correct errors made by HM Revenue & Customs where we become aware of them. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

1.3 We are registered to carry on audit work in the UK by the Institute of Chartered Accountants in England and Wales and details about our audit registration can be viewed at www.auditregister.org.uk, under reference number: C005715957, C009030025, C011005677, C011008642.

2. Professional indemnity insurance

2.1 In accordance with the disclosure requirements of the Provision of Services Regulation 2009, the firm’s professional indemnity insurer is Markel, who can be located at 20 Fenchurch Street, London, EC3M 3AZ. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States of America or Canada.

3. Investment Services

3.1 Although we are not authorised by the Financial Conduct Authority (FCA) to conduct Investment Business, we are licensed by ICAEW to provide certain limited investment services where these are complementary to, or arise out of, the professional services we are providing to you.

3.2 In particular, we may:

• advise you on investments generally, but not recommend a particular investment or type of investment;
• refer you to a Permitted Third Party (PTP) (an independent firm authorised by the FCA), assist you and the PTP during the course of any advice given by that party and comment on, or explain, the advice received (but not make alternative recommendations). The PTP will issue you with his own terms and conditions letter, will be remunerated separately for his services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000;
• advise you in connection with the disposal of an investment, other than your rights in a pension policy or scheme;
• advise and assist you in transactions concerning shares or other securities not quoted on a recognised exchange;
• assist you in making arrangements for transactions in investments in certain circumstances; and
• manage investments or act as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person.

3.3 For corporate clients, we may also, on the understanding that the shares or other securities of the company are not publicly traded:

• advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options, valuations and methods of such valuations;
• arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;
• arrange for the issue of new shares; and
• act as the addressee to receive confirmation of acceptance of offer documents etc.

3.4 If, during the provision of professional services to you, you need advice on investments, we may refer you to one of our related companies Sutton McGrath Hartley (Financial Services) LLP and in case you need advice on mortgages, we may refer you to SMH Finance LLP, both being authorised and regulated by the FCA.

3.5 Both companies will treat you as their client, they will issue you with their own terms and conditions, will be remunerated separately for their services and take full responsibility for compliance with the regulations of the Financial Conduct Authority and the requirements of the Financial Services and Markets Act 2000. We are not able to review or comment on any advice given to you by them.

3.6 To enable us to provide you with a proper service, there may be occasions when we will need to contact you without your express permission concerning investment business matters. For example, it may be in your interests to sell a particular investment and we would wish to inform you of this. We may therefore contact you in such circumstances but would only do so in our normal office hours. We shall of course comply with any restrictions you may wish to impose which you notify to us in writing.

4. Commissions or other benefits

4.1 In some circumstances, commissions or other benefits may become payable to us or to one of our associates in respect of transactions we or such associates arrange for you, in which case you will be notified in writing of the amount and terms of payment. Where the firm or its associates earn commission in respect of transactions we arrange for you, our fees otherwise payable by you will not be abated by such amounts.

If we reduce the fees that we would otherwise charge by the amount of commission retained, we will apply the HMRC concession which allows VAT to be calculated on the net fee after deduction of the commission. You consent to such commission or other benefits being retained by us or, as the case may be, by our associates, without our, or their, being liable to account to you for any such amounts.

5. Client monies

5.1 We may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from the firm’s funds. The account will be operated, and all funds dealt with, in accordance with the Clients’ Money Regulations of ICAEW.

5.2 In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £25. Any such interest would be calculated using the prevailing rate applied by the bank for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.

5.3 If the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.

5.4 We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. In the unlikely event of us holding any unclaimed monies we reserve the right to pay such monies to a registered charity in line with the guidelines set out in the Clients’ Money Regulations referred to above. We will not do this unless we have been unable to contact you for at least five years and we have taken reasonable steps to trace you and return the monies.

6. Fees

6.1 Our fees are computed on the basis of time spent on your affairs by the principals and our colleagues, including sub-contractors or consultants where necessary, and on the levels of skill and responsibility involved. Disbursements represent travel, accommodation and other expenses incurred in dealing with your affairs.

6.2 Where we are required, whether at your request or otherwise, to undertake work that falls outside the scope of the services set out in this engagement letter, such work shall be treated as additional services and shall give rise to additional fees. These fees will be charged in accordance with our prevailing rate, or on another basis as we may agree with you in writing. We will advise you in advance of any such additional fees. Accordingly, we would like to point out that it is in your interests to ensure that your records etc. are completed to the agreed stage.

6.3 Fees arising from the work agreed in the letter of engagement may be settled by monthly Direct Debit. Once we have assessed the nature, extent, and time involved in the work, we will propose an appropriate regular payment amount for your agreement. Where monthly Direct Debit arrangements are not in place, we would expect fees to be paid on account on a monthly basis where appropriate. Any invoice issued in respect of fees not covered by such payments will be payable in full within thirty (30) days net of the invoice date.

6.4 We reserve the right to charge interest on overdue fees at 4% above BoE base rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to terminate our engagement and cease acting or pause services, if payment of any fees billed is unduly delayed. The firm accepts settlement of fees by certain credit cards.

6.5 If a client company, trust or other entity is unable or unwilling to settle our fees, we reserve the right to seek payment from the individual (or parent company) giving us instructions on behalf of the client, and we shall be entitled to enforce any sums due against the group company or individual nominated to act for you.

6.6 Insofar as we are permitted to so by law or by professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.

6.7 In the event that we cease to act in relation to your company’s affairs you agree to meet all reasonable costs of providing information to the company’s new advisers. In particular you agree to meet these costs where we are required by law to provide information to a successor firm.

7. Retention of papers

7.1 You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we may collect information from you and others relevant to your tax and financial affairs. We will return any original documents to you if requested.

Documents and records relevant to your tax affairs are required by law to be retained as follows:

Individuals, trustees and partnerships:

• with trading or rental income: five years and 10 months after the end of the tax year;
• otherwise: 22 months after the end of the tax year.

Companies, Limited Liability Partnerships, and other corporate entities:

• six years from the end of the accounting period.

7.2 Although certain documents may legally belong to you, we may destroy correspondence and other papers that we store electronically or otherwise that are more than seven years old, except documents we think may be of continuing significance. You must notify us in writing if you wish us to keep any document for a longer period.

8. Conflicts of interest and independence

8.1 We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours, subject to clause 9 below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.

8.2 During and after our engagement, you agree that we reserve the right to act for other clients whose interests are or may compete with or be adverse to yours, subject, of course, to our obligations of confidentiality and the safeguards set out in the paragraph on confidentiality below.

9. Confidentiality

9.1 We confirm that where you give us confidential information we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional statements relevant to our engagement.

9.2 You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality, it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. These may include taking the same or similar steps as we take in respect of the confidentiality of our own information.

9.3 In addition, if we act for other clients whose interests are or may be adverse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality. Safeguards may include measures such as separate teams, physical separation of teams, and separate arrangements for storage of, and access to, information.

9.4 You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired.

9.5 We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms. You may additionally need to consider your data protection responsibilities.

9.6 We will inform you of the proposed use of a subcontractor before they commence work, except where your data will not be transferred out of our systems and the subcontractor is bound by the confidentiality terms equivalent to an employee.

9.7 If we use external or cloud-based systems, including artificial intelligence tools (see clause 17), we will ensure confidentiality of your information is maintained.

9.8 This clause applies in addition to our obligations as to data protection below.

10. Quality control

10.1 As part of our ongoing commitment to providing a high-quality service, our files are periodically subject to an independent regulatory or quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our principals and colleagues.

11. Dealing with HM Revenue and Customs

11.1 When dealing with HMRC on your behalf we are required to be honest and to take reasonable care to ensure that your returns are correct. To enable us to do this, you are required to be honest with us and to provide us with all necessary information in a timely manner. For more information about ‘Your Charter’ for your dealings with HMRC, see https://www.gov.uk/government/publications/hmrc-charter. To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.

11.2 We will take account of the steps and checks suggested by HMRC in their ‘Agent Toolkits’. While use of the Toolkits is voluntary, we will ensure that our quality control procedures match or enhance the suggestions in the Toolkits so that, in the unlikely event that HMRC consider any of your tax returns with which we assist to be inaccurate, we will be able to help you demonstrate to HMRC that reasonable care has been taken in the preparation of the return, thereby significantly reducing the possibility of an inaccuracy penalty being imposed. To further reduce the possibility of an inaccuracy penalty, you will remain responsible for maintaining good quality supporting records for each return, for providing us with all relevant information and explanations and for acting on any advice that we give you.

12. Help us to give you the right service

12.1 We are committed to providing you with a high quality service that is both efficient and effective. If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know, by contacting the principal contact mentioned in the Letter of engagement or cinformation@smh.group.

12.2 We undertake to look into any complaint carefully and promptly and do all we can to explain the position to you. We will acknowledge your letter within five working days of its receipt and endeavour to deal with your complaint within eight weeks. If we do not answer your complaint to your satisfaction you may of course take up the matter with our professional body (ICAEW).

12.3 In order for us to provide you with a high quality service on an ongoing basis it is essential that you provide us with relevant records and information when requested, reply to correspondence in a timely manner and otherwise follow the terms of the agreement between us set out in this Standard Terms of Business and associated Engagement schedules. We therefore reserve the right to cancel the engagement between us with immediate effect in the event of:

• your insolvency, bankruptcy or other arrangement being reached with creditors;
• an independence issue or change in the law which means we can no longer act;
• failure to pay our fees by the due dates;
• either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.
• any behaviour by you or your representatives that we consider to be a serious breach of clause 26

13. Applicable law

13.1 This engagement letter is governed by, and construed in accordance with English law. The Courts will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.

13.2 If any provision in this Standard Terms of Business or any associated engagement schedules, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provisions shall not in any way be affected or impaired.

14 Changes in the law, in practice or in public policy

14.1 We will not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in the law, public policy or your circumstances.

14.2 We will accept no liability for losses arising from changes in the law or the interpretation thereof, practice, or public policy that are first published after the date on which the advice is given to the fullest extent permitted by applicable law.

15. Internet communication

15.1 Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means.

15.2 To ensure the secure exchange of information, all client documents are required to be transferred via IRIS OpenSpace or such other secure electronic portal as we may notify you from time to time. Documents should not normally be provided by email unless we expressly agree otherwise.

15.3 However, internet communications are capable of data corruption, non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. To reduce risk we have firewalls and anti-virus software in place, however electronic communication is not absolutely secure and we do not accept responsibility for any damage, loss, errors or problems that may arise through the use of internet communication, including those caused by viruses or other malware, and all risks connected with sending commercially sensitive information relating to your business are borne by you.

15.4 If you do not agree to accept this risk, you should notify us in writing that email is not an acceptable means of communication. We will then communicate by alternate means, apart from in situations in which electronic submission is mandatory. You accept that this is less time-efficient and will incur greater costs.

15.5 We will never change our bank details without confirming this to you by posted letter. Any emailed or telephoned communications appearing to be from us which appear to include changes to our bank details but which are not confirmed by post are fake and we accept no liability for any loss caused to you through accepting such communications as genuine. Similarly, always give us your bank details by hand or by post; any details sent by email will only be accepted subject to independent verification.

15.6 It is the responsibility of the recipient to carry out a virus check on any attachments received.

16. Data Protection

16.1 To enable us to discharge the services agreed under our engagement, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance, we may obtain, use, process and disclose personal data about you / your business / company / partnership / its officers and employees and shareholders (“personal data”).

Data controller

16.2 In the course of providing services to you, we may disclose personal data to other firms within our network of firms, being SMH Holdings Limited and its subsidiaries (SMH Group), where this is necessary to provide our services to you, for shared administrative, IT, compliance and quality control functions, or to maintain continuity of service. We may also disclose personal data to our regulators, including ICAEW, and other authorities where we are required to do so by law; to third parties who provide services to us, such as IT and software providers and our professional advisers, subject to appropriate confidentiality and data protection terms; and to a prospective buyer of, or investor in, our business or any other business in the SMH Group, subject to appropriate confidentiality arrangements. We confirm that we are each considered an independent data controller in relation to personal data and that we will each comply with the relevant provisions of applicable data protection legislation.

16.3 You will also ensure that any disclosure of personal data to us complies with such legislation. If you supply us with any personal data or confidential information you shall ensure you have a lawful basis to pass it to us and will fully indemnify and hold us harmless if you do not have such a basis and that causes us loss. If you are supplying us with personal data on the basis of a power of attorney for anyone you must produce to us an original or certified copy of the power of attorney on demand. You must ensure you have provided the necessary information to the relevant data subjects regarding its use. You may refer to our privacy notice for this purpose.

16.4 As a separate data controller, we may receive subject access requests from data subjects where they request copies of their personal data. We will co-operate with the request as per our own internal procedures. Should an objection or request for data erasure happen, we will assess each request on a case by case basis to establish the validity of the request.

16.5 In order to ensure continuity of services in the event of permanent incapacity or illness, we reserve the right, where appropriate, for services to be undertaken, in whole or in part by another suitably qualified individual within this firm or another firm within our network, to perform the services under this engagement. Any such individual or entity will be subject to the same professional, confidentiality, and data protection obligations as this firm. This forms part of our business continuity arrangements. You can choose to appoint another agent at that stage if you wish.

16.6 As part of our operational service, personal data supplied to us may be transferred between us and EEA/EU where necessary. We will ensure that where any such data transfer takes place, it is covered by an appropriate safeguard such as an adequacy decision. Where an adequacy decision is not applicable another safeguard mechanism will be implemented, such as a standard contractual clause (SCC) to ensure that the transfer remains legal. Where cloud-based services are used the relevant cloud services terms and conditions will apply. In some instances, the location of data stored in the cloud may reside outside of the EEA/UK.

On 19 December 2025, the European Commission renewed its two 2021 UK adequacy decisions, confirming that personal data can continue to flow freely between the EU and the UK until 27 December 2031.

16.7 We confirm we have adequate security measures in place to protect personal data provided to us, including administrative, physical and technical safeguards.

16.8 We will answer your reasonable enquiries to enable you to monitor compliance with this clause. If you need to contact us about any data protection issue, please contact dataprotection@smh.group.

16.9 In respect of personal data you provide to us, provided that we are legally permitted to do so, we shall promptly notify you in the event that:

• we receive a request, from or on behalf of a relevant data subject, to exercise their data subject rights, or a complaint or any adverse correspondence about our processing of their personal data;
• we are served with an information, enforcement or assessment notice (or any similar notice), or receive any other material communication about our processing of that personal data from the Information Commissioner’s Office or any other supervisory authority; or
• we reasonably believe that there has been any incident which resulted in the accidental or unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of, that personal data.

17. Use of Cloud Based Software and Artificial Intelligence

17.1 We may use cloud-based software applications and third-party service providers for the purpose of providing our service. By entering into this engagement, you acknowledge and agree to the use of such systems. We take reasonable steps to ensure that any cloud service or third-party providers we use maintain appropriate security, confidentiality and data protection standards. However, we cannot be held responsible for any loss, delay, interruption or unavailability of services arising from the failure, outage, or security breach of such cloud-based or third-party systems beyond our reasonable control.

17.2 We may use software programmes, Artificial Intelligence (‘AI’) and internal and external search engines in the performance by us of the services that we provide to you. In engaging with us, you agree to us doing so. We will not do so in a way that will breach any duties of confidentiality that we owe you and we will do so with reasonable skill and care and in accordance with the usual duties owed by professional accountants to their clients.

17.3 You accept and consent that our use as set out in this clause can extend to technological developments of AI, research purposes and benchmarking, so long as we do not breach our duties of confidentiality to you.

17.4 If you do not wish us to use AI in the services that we provide to you, please let us know immediately by contacting the partner in charge of your affairs. Please note that refusing to permit our use of AI is likely to increase the costs that we will charge for the work that we carry out.

17.5 In providing services to you, we may use software programmes to assist in the processing of your data. We are not liable for any shortfalls in the software that we use.

17.6 We are not responsible for any failure to deliver our services due to errors in transmission, internet outages, supplier infrastructure issues or any other failure that results in lack of availability of the software programmes or other online services required to enable us to provide you with the services we have agreed to perform. We are also not liable for any loss or corruption of data if you have breached the terms of any supplier of such software programmes (if you are provided with direct access to the programme).

17.7 We may need to share, allow access, or otherwise transfer your personal data with service providers (including AI/software providers) based outside the UK. Where this happens, we will only make transfers that are lawful under the UK GDPR.

That means we will:
• check whether the destination is covered by a UK “adequacy” decision (so data can flow freely); or
• put in place approved safeguards such as the UK International Data Transfer Agreement (IDTA) or the UK Addendum to the EU Standard Contractual Clauses (SCCs), and complete a transfer risk assessment; and
• apply appropriate technical and organisational measures (including encryption) to keep the data secure.

18. Limitation of third-party rights

18.1 Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

18.2 The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it, unless we have expressly agreed in writing that a specified third party may rely on our work. We will accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, your spouse, nor any family member of yours or your employer, for any aspect of our professional services or work that is made available to them.

19. Client identification

19.1 In common with other professional services firms, we are required by the Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations 2017 (MLR 2017) to:

• maintain identification procedures for clients, beneficial owners of clients and persons purporting to act on behalf of clients;
• maintain records of identification evidence and the work undertaken for the client; and
• report in accordance with the relevant legislation and regulations.

19.2 We have a statutory obligation under the above legislation to report to the National Crime Agency (NCA) any reasonable knowledge or suspicion of money laundering. Any such report must be made in the strictest confidence. In fulfilment of our legal obligations, neither the firm’s principals nor colleagues may enter into any correspondence or discussions with you regarding such matters. If we are not able to obtain satisfactory evidence of your identity and where applicable that of the beneficial owners, we will not be able to proceed with the engagement.

19.3 If you undertake business that requires you to be supervised by an appropriate supervisory authority to follow anti-money laundering regulations, including if you accept or make high value cash payments of €10,000 or more (or equivalent in any currency) in exchange for goods, you should inform us.

19.4 Any personal data received from you to comply with our obligations under the MLR 2017 will be processed only for the purposes of preventing money laundering or terrorist financing. No other use will be made of this personal data unless use of the data is permitted by or under enactment other than the MLR 2017, or we have obtained the consent of the data subject to the proposed use of the data.

19.5 We are committed to preventing the criminal facilitation of tax evasion, and we maintain procedures designed to prevent anyone acting for or on our behalf from facilitating tax evasion, in accordance with the Criminal Finances Act 2017.

19.6 We will not take part in, facilitate or assist any arrangement that we know or suspect involves tax evasion or other financial crime. You agree to cooperate with any enquiries or due diligence we reasonably require to meet our legal and regulatory obligations. If we have reasonable grounds to suspect that an arrangement involves tax evasion or other financial crime, we may suspend our work or end our engagement with immediate effect.

20. Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standards

20.1 Financial Institutions are required under Finance Act 2013, s. 222 (International agreements to improve tax compliance) and the International Tax Compliance Regulations 2015 (SI 2015/878), to carry out due diligence and reporting obligations in respect of:

• arrangements between the UK and another territory for the exchange of tax information for the purposes of the adoption and implementation of the Common Reporting Standard (CRS) developed by the Organisation for Economic Co-Operation and Development (OECD); and
• the agreement between the UK and the USA to improve international tax compliance and to implement the Foreign Account Tax Compliance Act (FATCA).

20.2 Under the regulations, Financial Institutions are required to collect and maintain information about the residence, and in the case of the USA the citizenship as well, of individuals and entities for whom they maintain financial accounts, and to report information to HMRC.

20.3 The firm may offer corporate trustee services as a Financial Institution and so will have responsibility for compliance with the CRS and FATCA requirements for those trusts for which it provides a corporate trustee service.

Most other firms will not be Financial Institutions, but may have clients that are Financial Institutions.

20.4 Other Financial Institutions will require their clients to verify their tax residence for CRS and tax status under FATCA.

20.5 If any member of the firm acts as a trustee, or the firm itself is a corporate trustee, the firm may have responsibility for compliance with the Regulations.

20.6 Further guidance can be obtained from the HMRC, OECD and IRS websites.

21. General Limitation of liability

21.1 We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities where you or others supply incorrect or incomplete information, or fail to supply any appropriate information or where you fail to act on our advice or respond promptly to communications from us or the tax authorities. Further, we will not be liable to you for any delay or failure to perform our obligations if the delay or failure is caused by circumstances outside our reasonable control. Subject to clause 21.5 below our liability to you shall be limited as set out in our engagement or other client letter.

21.2 You will not hold us, our principal(s)/director(s), shareholders and colleagues, responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers. However, this exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry.

21.3 You agree that you will not bring any claim in connection with services we provide to you against any of our partners, shareholders, directors or employees personally.

21.4 Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them. You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it and our legal fees on an indemnity basis.

21.5 Nothing in this agreement shall exclude or limit our liability for death or personal injury caused by negligence nor for fraudulent misrepresentation or other fraud which may not as a matter of applicable law be excluded or limited.

21.6 Where we refer you to another firm, including the related businesses named in clause 3.4, and you engage with that firm directly, we accept no responsibility in relation to their work and will not be liable for any loss caused by them.

21.7 If you, or any party on your behalf, fail to provide information to us by the deadlines we request, or do not provide us with full and accurate information by those deadlines, we shall not be responsible for any losses arising from any subsequent failure by us to meet any filing or other dates on your behalf, even if the information is provided by you before those filing dates.

21.8 We shall not be liable for any losses arising if the advice we provide to you is used by you (or by any other party we have agreed may rely on our advice) for any purpose other than that for which the advice was specifically agreed to be provided.

22 Intellectual property rights and use of our name

22.1 We will retain all intellectual property rights in any document prepared by us during the course of carrying out the engagement except where the law specifically states otherwise. You may only use such rights to the extent we agreed when engaged to provide services to you and may not resell or sublicense such rights without our further prior consent.

22.2 You are not permitted to use our name in any statement or document that you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that in accordance with applicable law are to be made public.

23 Draft/interim work or oral advice

23.1 In the course of our providing services to you we may provide advice or reports or other work products in draft or interim form, or orally. However, final written work products will always prevail over any draft, interim or oral statements. Where you request it, we will provide you with written confirmation of matters stated orally. Advice is valid as at the date it was given.

24 Interpretation

24.1 If any provision of our engagement letter or terms of business is held to be void for whatever reason, then that provision will be deemed not to form part of this contract, and no other provisions will be affected or impaired in any way. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.

24.2 We may update these terms of business from time to time, for example to reflect changes in law, regulation or professional guidance. We will notify you of any changes in writing, and the updated terms will apply from the date stated in that notice. If you do not agree to the updated terms, you may terminate our engagement in accordance with clause 27.

25. Internal disputes within a client

25.1 If we become aware of a dispute between the parties who own the business or who are in some way involved in its ownership and management, it should be noted that our client is the business (unless we have agreed otherwise) and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties, we will continue to supply information to the registered office/normal place of business for the attention of the directors/proprietors/partners/trustees. If conflicting advice, information or instructions are received from different directors/principals in the business, we will refer the matter back to the board of directors/the partnership and take no further action until the board/partnership has agreed the action to be taken. In certain cases we reserve the right to cease acting for the business/client entirely.

26. Client conduct and the protection of our colleagues

26.1 We are committed to providing a working environment in which our colleagues are treated with dignity and respect. We ask that you, your directors, officers, employees and anyone else acting on your behalf or attending meetings with us (together “your representatives”) treat our principals, colleagues, subcontractors and consultants with courtesy and respect at all times.

26.2 We will not tolerate harassment (including sexual harassment), bullying, intimidation, abuse, threats, or discriminatory remarks or behaviour of any kind, including behaviour related to any characteristic protected under the Equality Act 2010, towards anyone working for us. This applies, however the behaviour takes place, including in person at our offices or your premises, at meetings, events or social occasions connected with our work, by telephone, by email, on video calls, through our client portal, on social media or by any other means.

26.3 If we consider that you or any of your representatives have behaved in a way that falls within clause 26.2, we may take whatever action we consider appropriate in the circumstances, which may include:
(a) raising the matter with you and asking that the behaviour stops;
(b) changing the members of colleagues who work on your affairs, or requiring that meetings take place only at our offices, remotely, or in the presence of another member of colleagues;
(c) restricting communication to a nominated contact or to written correspondence only;
(d) suspending our services until we are satisfied the behaviour will not recur;
(e) terminating our engagement with immediate effect by written notice; and
(f) reporting the matter to the police or other relevant authority where appropriate.

26.4 Where we take action under this clause, including suspending or terminating our services, we will not be liable for any loss, penalty or cost you incur as a result, including any delay in meeting filing or other deadlines. Fees for work carried out up to the date of suspension or termination will remain payable, together with any reasonable costs we incur in transferring your affairs to new advisers.

26.5 We will keep a record of any incident and of the action we take, and we may share relevant information with our professional advisers, insurers or regulators where necessary.

27. Period of engagement, termination and disengagement

27.1 Unless otherwise agreed in our engagement letter, our work will begin when we receive your implicit or explicit acceptance of that letter. Except as stated in that letter, we will not be responsible for periods before that date.

27.2 Each of us may terminate our agreement by giving not less than 21 days’ notice in writing to the other party, except if you fail to cooperate with us or we have reason to believe that you have provided us or HMRC with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us before termination.

27.3 We may also terminate our engagement with immediate effect in the circumstances set out in clauses 6.4, 12.3, 19.6 and 26.

27.4 In the event of termination of our contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately. In that event, we will not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.

27.5 If we resign or are asked to resign, we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.

27.6 Where we provide services to you other than statutory audit services, if we have had no contact with you for a period of 6 months or more (or 3 months or more in respect of payroll or monthly statutory filings) despite reasonable attempts to reach you, we may send a disengagement letter to your last known address and will then cease to act. This clause does not apply where we act as your statutory auditor; in that case, any resignation will follow the procedures set out in the Companies Act 2006.

28 Probate-type services

28.1 As we are not licensed or authorised for the reserved legal activity of non-contentious probate, any work we do for you on closely aligned activities, such as estate administration or inheritance tax advice, will not be covered by a relevant Probate Compensation Scheme and you will not have access to the Legal Ombudsman, nor is our advice covered by legal professional privilege.

Updated on 26/10/2026