APROTAX Limited

SCHEDULE OF SERVICES

This schedule should be read in conjunction with the engagement letter and the standard terms and conditions.

Personal Tax – Sole Traders

Recurring compliance work – tax

1. We will prepare your self-assessment tax returns together with any supplementary pages required from the information and explanations that you provide to us. After obtaining your approval, we will submit your returns to HMRC.

2. We will calculate your income tax, high-income child benefit charge, national insurance contributions (NIC) and any capital gains tax liabilities and tell you how much you should pay and when. Where instructed by you, we will advise on the interest and penalty implications if tax or NIC is paid late. We will also check HMRC’s calculation of your tax and NIC liabilities, and initiate repayment claims if tax or NIC has been overpaid.

3. We will advise you as to possible tax return-related claims and elections arising from information supplied by you. Where instructed by you, we will make such claims and elections in the form and manner required by HMRC.

4. We will review PAYE notices of coding provided to us by you and advise accordingly. Note that HMRC no longer sends copies of notices of coding to agents.

Ad hoc and advisory work

5. Where you have instructed us to do so we will provide such other taxation ad hoc and advisory services as may be agreed between us from time to time. These services will be subject to the terms of this engagement letter and standard terms and conditions of business unless we decide to issue a separate engagement letter. An additional fee may be charged for these services.Examples of such work include:

· advising on ad hoc transactions and queries (including telephone conversations), preparing and submitting information in the relevant format to HMRC and calculating any related tax liabilities;

· dealing with any enquiry opened into your tax return or tax affairs by HMRC;

· preparing any amended returns that may be required and corresponding with HMRC as necessary; and

· advising on the rules relating to and assisting with VAT registration

6. Where specialist advice is required, on occasions we may need to seek this from or refer you to appropriate specialists. We will only do this when instructed by you.

Changes in the law or practice or in public policy

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

8. We will accept no liability for losses arising from changes in the law or practice or in public policy that are first published after the date on which the advice is given.

Your responsibilities

9. You will be responsible for:

(a) maintaining records of all receipts and payments of cash;

(b) maintaining records of invoices issued and received;

(c) preparing a record of business mileage undertaken in the year;

(d) preparing a record of hours per month worked at home if you wish to claim for business use of your home;

(e) preparing details of any loan interest paid;

(f) preparing a record of capital introduced;

10. You are legally responsible for:

(a) ensuring that your self-assessment tax returns are correct and complete;

(b) filing any returns by the due date; and

(c) paying tax on time.

Failure to do this may lead to penalties and/or interest.

11. Taxpayers who approve their returns cannot delegate this legal responsibility to others. You agree to check that returns that we have prepared for you are complete before you approve them.

12. To enable us to carry out our work you agree:

(a) that all returns are to be made on the basis of full disclosure of all sources of income, charges, allowances and capital transactions;

(b) to provide all information necessary for dealing with your affairs, including the accounts information outlined above: we will rely on the information and documents being true, correct and complete, and will not audit the information or those documents;

(c) to authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs; and

(d) to provide us with information in sufficient time for your tax return to be completed and submitted. In order that we can do this, we need to receive all relevant information by 31st of August following the end of the tax year. Where feasible, we may agree to complete your return within a shorter period but may charge an additional fee for so doing.

13. You will keep us informed of material changes in your circumstances that could affect your tax liability. If you are unsure whether the change is material or not please let us know so that we can assess its significance.

14. Where you wish us to deal with HMRC communications you will forward to us all communications received from HMRC such as HMRC statements of account, copies of notices of assessment, tax codes and letters. These must be provided in time to enable us to deal with them as may be necessary within the statutory time limits. It is essential that you let us have copies of any correspondence received because HMRC is not obliged to send us copies of all communications issued to you.

15. Our services as detailed above are subject to the limitations on our liability set out in the engagement letter and in paragraph 18 of our standard terms and conditions of business. These are important provisions that you should read and consider carefully.

SCHEDULE OF SERVICES

This schedule should be read in conjunction with the engagement letter and the standard terms and conditions.

Company Accounts

Recurring compliance work – accounts

1. We will prepare the company accounts in accordance with generally accepted accounting standards from the books, accounting records and other information and explanations provided to us by you and/or by others on your behalf.

2. We will complete the writing up of your books and records in so far as they are incomplete when presented to us. These will be from the accounting information and records you supply.

3. We will not be carrying out any audit work as part of this assignment and accordingly will not verify the assets and liabilities of the company, nor the items of expenditure and income. To carry out an audit would entail additional work to comply with International Standards on Auditing so that we could report on the truth and fairness of the financial statements. Accordingly, we shall not seek any independent evidence to support the entries in the accounting records, or to prove the existence, ownership or valuation of assets or completeness of income, liabilities or disclosure in the accounts. Nor shall we assess the reasonableness of any estimates or judgements made in the preparation of the accounts. Consequently, our work will not provide any assurance that the accounting records are free from material misstatement, irregularities or error. We would also like to emphasise that we cannot undertake to discover any shortcomings in your systems or irregularities on the part of your employees.

4. We have a professional duty to compile accounts that conform with generally accepted accounting principles. Where we identify that the accounts do not conform to generally accepted accounting principles or standards we will inform you and suggest amendments be put through the accounts before being published. We have a professional responsibility not to allow our name to be associated with accounts that may be misleading. In extreme cases, where this matter cannot be resolved, we will withdraw from the engagement and notify you in writing of the reasons.

5. Should you instruct us to carry out any alternative report it will be necessary for us to issue a separate letter of engagement.

6. To ensure that anyone reading the accounts is aware that we have not carried out an audit, we will attach to the accounts a report stating this fact.

7. We will attach to the accounts a report developed by the Consultative Committee of Accountancy Bodies (CCAB) that explains what work has been done by us, the professional requirements we have to fulfil and the standard to which the work has been carried out.

8. The intended users of the report are the directors. The report will be addressed to the directors.

9. Once we have issued our report we have no further responsibility in relation to the accounts for that financial year. However, we expect that you will inform us of any material event occurring between the date of our report and that of the annual general meeting that may affect the accounts.

10. There are no third parties that we have agreed should be entitled to rely on the work done pursuant to this engagement letter.

11. Ad hoc queries by way of telephone and email enquiries are not routine compliance and may result in additional fees. As indicated below, where appropriate we will aim to discuss and agree additional fees but it may not always be possible to agree these in advance and we reserve the right to charge you an additional fee for these queries.

Ad hoc and advisory work

12. Where you have instructed us to do so we will provide such other taxation ad hoc and advisory services as may be agreed between us from time to time. These services will be subject to the terms of this engagement letter and standard terms and conditions of business unless we decide to issue a separate engagement letter. An additional fee may be charged for these services. Examples of such work include:

· advising on ad hoc transactions and queries (including telephone conversations).

13. Where specialist advice is required, on occasions we may need to seek this from or refer you to appropriate specialists. We will only do this when instructed by you.

Changes in the law or practice or in public policy

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

15. We will accept no liability for losses arising from changes in the law or practice or in public policy that are first published after the date on which the advice is given.

Your responsibilities

16. To enable us to carry out our work you agree to:

(a) keep proper accounting records that disclose with reasonable accuracy at any particular time the financial position of the business;

(b) make available to us, as and when required, all the company’s accounting records and all other relevant records and related information

(c) Prepare a record of capital introduced and all financial transactions undertaken by the directors;

(d) maintain records of all receipts and payments of cash;

(e) maintain records of invoices issued and received;

(f) reconcile balances monthly/annually with the bank statements; and

(g) prepare details of the following at the year end: stocks and work in progress; fixed assets; amounts owing to suppliers; amounts owing by customers; and accruals and prepayments.

17. As part of our normal procedures we may request you to provide written confirmation of any oral information and explanations given to us during the course of our work.

18.

(a) If you provide digital services to consumers in the European Union you are responsible for either registering for VAT in that member state or registering for VAT Mini One Stop Shop (MOSS) in the UK.

(b) Youare responsible for employment taxes, pensions (including auto-enrolment) and the assessment of the tax status of your workers. If you do not understand what you need to consider or action you need to take, please ask us. We will not be in a position to assist you in complying with your responsibilities if we are not engaged to provide such a service. We are not responsible for any penalty that is incurred.

19. Our services as detailed above are subject to the limitations on our liability set out in the engagement letter and in paragraph 18 of our standard terms and conditions of business. These are important provisions that you should read and consider carefully.

SCHEDULE OF SERVICES

This schedule should be read in conjunction with the engagement letter and the standard terms and conditions.

Companies

Recurring compliance work

1. For the purpose of the delivery of the company’s tax return, we will use commercial software to apply XBRL tags to items in the accounts as we consider appropriate for the purposes of submission, for tax purposes, of the accounts in iXBRL via the Government Gateway.

2. We will, to the extent we consider necessary, manually amend or apply tags where the software has not applied automatic tagging or where we consider any automatic tagging to have been inappropriate.

3. We will provide you with copies of the iXBRL information, which will show the tagging applied, for your approval.

4. We will prepare the company’s corporate tax self-assessment (CTSA) return. After obtaining written evidence of the approval of the nominated director, we will submit it to HMRC.

5. We will prepare the corporation tax computation and supporting schedules required for preparation of the company tax return from accounts, information and explanations provided to us on your behalf.

6. We will tell you how much tax the company should pay and when. Where instructed by you, we will advise on the interest and penalty implications if corporation tax is paid late. Where taxable losses are involved, we will advise you of the options available and, where appropriate, we will initiate repayment claims.

7. We will inform you if instalment payments of corporation tax are due for an accounting period and the dates they are payable. We will calculate the quarterly instalments that should be made on the basis of information supplied by you by the date agreed.

8. We will advise you as to possible tax return-related claims and elections arising from information supplied by you. Where instructed by you, we will make such claims and elections in the form and manner required by HMRC.

9. Ad hoc queries by way of telephone and email enquiries are not routine compliance and may result in additional fees. As indicated below, where appropriate we will aim to discuss and agree additional fees but it may not always be possible to agree these in advance and we reserve the right to charge you an additional fee for these queries.

Ad hoc and advisory work

10. Where the nominated director has instructed us to do so we will provide such other taxation ad hoc and advisory services as may be agreed between us from time to time. These services will be subject to the terms of this engagement letter and standard terms and conditions of business unless we decide to issue a separate engagement letter. An additional fee may be charged for these services. Examples of such work include:

· advising on ad hoc transactions and queries (including telephone conversations), preparing and submitting information in the relevant format to HMRC and calculating any related tax liabilities;

· advising you when corporation tax is due on loans by the company to directors or shareholders or their associates, and calculating the payments due or the amount repayable when the loans are repaid;

· advising you on and preparing enhanced expenditure claims and reliefs, including those relating to research and development;

· advising you on and preparing detailed capital allowance claims relating to buildings and renovation, including the analysis of expenditure;

· dealing with any enquiry opened into the company’s tax return or tax affairs by HMRC; and

· preparing any amended returns that may be required and corresponding with HMRC as necessary.

11. Where specialist advice is required on occasion, we may need to seek this from or refer you to appropriate specialists. We will only do this when instructed by the nominated director.

Changes in the law or public policy and practice

12. We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or public policy and practice or your circumstances.

13. We will accept no liability for losses arising from changes in the law or public policy and practice that are first published after the date on which the advice is given.

Your responsibilities

14. You are legally responsible for:

(a) ensuring that the CTSA return (including XBRL tags and iXBRL file) is correct and complete;

(b) filing any returns by the due date; and

(c) paying tax on time.

Failure to do this may lead to penalties and/or interest.

15. Legal responsibility for approval of the return cannot be delegated to others. The nominated director agrees to check that the forms that we have prepared for you are complete before they approve them.

16. To enable us to carry out our work, you agree:

(a) to provide us with approved accounts for the company. It is the responsibility of the directors collectively to produce accounts which give a true and fair view and we can only provide tagging services where the accounts have been prepared on this basis

Where the accounts are not supplied in a format that is compatible with our iXBRL software we will convert the figures, which may be subject to an additional fee. This will be discussed and agreed with you in advance.

(b) that all returns are to be made on the basis of full disclosure of all sources of income, charges, allowances and capital transactions

(c) to provide full information necessary for dealing with the company’s affairs; we will rely on the information and documents being true, correct and complete and will not audit the information or those documents

(d) to authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with the company’s affairs

(e) to provide us with information in sufficient time for the company’s CTSA return to be completed and submitted within 3 months following the end of the tax year. In order that we can do this, we need to receive all relevant information by 30th of September. Where feasible, we may agree to complete your return within a shorter period but may charge an additional fee for so doing

(f) to provide information on matters affecting the company’s tax liability for the accounting period in respect of which instalments are due at least four weeks before the due date of each instalment. This information should include details of trading profits and other taxable activities up to the date the information is provided, together with estimates to the end of the accounting period

(g) to provide us with information on advances or loans made to directors, shareholders or their associates during an accounting period, and any repayments made or write-offs authorised at the latest within three months of the end of the relevant accounting period.

17. You will keep us informed of material changes in circumstances that could affect the tax liabilities of the company. If the directors are unsure whether the change is material or not, please let us know so that we can assess its significance.

18. Where you wish us to deal with HMRC communications you will forward to us all communications received from HMRC such as HMRC statements of account, copies of notices of assessment and letters. These must be provided in time to enable us to deal with them as may be necessary within the statutory time limits. It is essential that you let us have copies of any correspondence received because HMRC is not obliged to send us copies of all communications issued to you.

19. The work carried out within this engagement will be in respect of the company’s tax affairs. Any work to be carried out for the directors on a personal basis will be set out in a separate letter of engagement.

20. (a) If you provide digital services to consumers in the European Union you are responsible for either registering for VAT in that member state or registering for VAT Mini One Stop Shop (MOSS) in the UK.

(b) You are responsible for employment taxes, pensions (including auto-enrolment) and the assessment of the tax status of your workers. If you do not understand what you need to consider or action you need to take, please ask us. We will not be in a position to assist you in complying with your responsibilities if we are not engaged to provide such a service. We are not responsible for any penalty that is incurred.

21. Our services as detailed above are subject to the limitations on our liability set out in the engagement letter and in paragraph 18 of our standard terms and conditions of business. These are important provisions, which you should read and consider carefully.

SCHEDULE OF SERVICES

This schedule should be read in conjunction with the engagement letter and the standard terms and conditions.

Payroll Services

Recurring compliance work

1. We will prepare your UK payroll for each payroll period to meet UK employment tax requirements specifically:

(a) calculating the pay as you earn (PAYE) deductions including at the Scottish rate of income tax if applicable;

(b) calculating the employees’ national insurance contributions (NIC) deductions;

(c) calculating the employer’s NIC liabilities;

(d) calculating statutory payments – for example, statutory sick pay and/or statutory maternity pay;

(e) calculating reclaims of statutory payment – for example, maternity payments;

(f) calculating employee and employer pension contributions for employees and workers who are members of workplace pension schemes (including those who are auto-enrolled) on the basis of the information your provide;

(g) claiming employment allowance;

(h) calculating, if appropriate, apprenticeship levy;

(i) calculating other statutory and non-statutory deductions; and

(j) submitting information online to HMRC under real-time information (RTI) for PAYE.

2. We will prepare and send to you the following documents before the time of payment through the payroll or due date for delivering information to HMRC:

a. payroll summary report showing the reconciliation from gross to net for each employee and all relevant payroll totals

b. full payment submission (FPS) for taxable pay and payrolled benefits for each employee.

c. a payslip for each employee unless not required;

d. a P45 for each leaver;

e. a report showing your PAYE and NIC liability student loan and apprenticeship levy and due date for payment; and

f. a report showing pension contributions payable in respect of each employee to the respective workplace pension scheme(s) of which they are members and the due date(s) for payment.

3. We will submit FPSs online to HMRC on the basis after the data to be included therein has been approved, by you. FPSs must reach HMRC normally on or before the payday. You must ensure that the data provided to us is complete and accurate, and your attention is drawn to your legal responsibilities as set out at paragraphs 14 and 15 below.

4. For each tax month we will prepare, where appropriate, an employer payment summary (EPS) from the information and explanations that you provide to us. (Examples of EPS data include statutory payments, employment allowance, Construction Industry Scheme deductions, apprenticeship levy allowance allocated to the PAYE scheme, apprenticeship allowance payable to date and confirmation that no payments were made to employees.)

5. We will submit EPSs to HMRC after the data to be included therein has been approved by you. (EPSs must reach HMRC by the 19th of the month following the tax month to which they relate). You must ensure that the data provided to us is complete and accurate, and your attention is drawn to your legal responsibilities as set out at paragraphs 14 and 15 below.

6. At the end of the payroll year we will:

(a) prepare the final FPS (or EPS) and submit this to HMRC after the data to be included therein has been approved by you. (The final FPS (or EPS) for the year must reach HMRC by 19 April following the end of the tax year.) You must ensure that the data provided to us is complete and accurate and your attention is drawn to your legal responsibilities as set out at paragraphs 16 and 17 below

(b) prepare and send to you form P60 for each employee on the payroll at the year-end so that you can give them to employees by the statutory due date of 31 May following the end of the tax year

7. We will submit national insurance number (NINO) verification requests as appropriate to verify or obtain a NINO for a new employee.

8. Note that we will only deal with the nominated person within the organisation. Any enquiries from individual employees concerning their wages or other payroll details will be referred back to that responsible person.

9. Ad hoc queries by way of telephone and email enquiries are not routine compliance and may result in additional fees. As indicated below, where appropriate we will aim to discuss and agree additional fees but it may not always be possible to agree these in advance and we reserve the right to charge you an additional fee for these queries.

Ad hoc and advisory work

10. Where you have instructed us to do so we will provide such other taxation ad hoc and advisory services as may be agreed between us from time to time. These services will be subject to the terms of this engagement letter and standard terms and conditions of business unless we decide to issue a separate engagement letter. An additional fee may be charged for these services. Examples of such work include:

· advising on ad hoc transactions (for example, termination payments to employees) and queries (including telephone conversations), preparing and submitting information in the relevant format to HMRC and calculating any related tax and NIC liabilities;

· dealing with any compliance check or enquiry by HMRC into the payroll returns;

· preparing and submitting any amended returns or data for previous tax years and corresponding with HMRC as necessary;

· helping with setting up and administering workplace pension schemes, including referring you to appropriate specialists where necessary;

· preparing and submitting returns P11D and P11D(b) for employee BiK and expenses, and advising on the payment of associated class 1A NIC (such work if undertaken is covered in a separate schedule of services);

· assisting you in the operation of the Construction Industry Scheme (CIS) for subcontractors;

· conducting PAYE, and benefits and expenses health checks; and

· helping you to allocate apprenticeship levy allowance across your different PAYE schemes/group companies/connected charities.

11. Where specialist advice is required on occasion, we may need to seek this from or refer you to appropriate specialists. We will only do this when instructed by the nominated person.

Changes in the law or public policy and practice

12. We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or public policy and practice or your circumstances.

13. We will accept no liability for losses arising from changes in the law or public policy and practice that are first published after the date on which the advice is given.

Your responsibilities

14. You are legally responsible for:

(a) ensuring that the data in your payroll submissions is correct and complete;

(b) making any submissions by the due date;

(c) paying tax and NIC on time.

Failure to do this may lead to penalties and/or interest.

15. Employers cannot delegate this legal responsibility to others. You agree to check that submissions that we have prepared for you are correct and complete before you approve them.

16. You are responsible for maintaining your employees’ information, including any changes to the employees’ bank account details.

17. To enable us to carry out our work you agree:

(a) that all information required to be delivered online is submitted on the basis of full disclosure;

(b) to provide full information necessary for dealing with your payroll affairs and workplace pension scheme contributions; we will rely on the information and documents being true, correct and complete, and will not audit the information or those documents;

(c) to agree with us the name of the person authorised by you to notify us of changes in employees and in rates of pay. We will process the changes only if notified by that/those individual;

(d) to advise us in writing of changes of payroll pay dates and workplace pension scheme contribution dates;

(e) to notify us at least 5 working days prior to the payroll pay date of all transactions or events that may need to be reflected in the payroll for the period, including details of:

· all new employees (including full names, address, date of birth, gender, national insurance number) and details of their remuneration packages

· all leavers and any termination payments

· all changes to remuneration packages

· all pension scheme changes

· all changes to benefits and expenses reportable under an existing payrolling benefits and expense online service registration

· irregular and/or ad hoc payments and the dates to be paid;

(f) to approve:

· in-year FPS by at least 5 working days prior to payroll pay dates so that they can be submitted on or before payday, or as agreed with us

· in-year EPS by at least 5 days prior to 19th of the month following the tax month

· final FPS (or EPS when applicable) for the year at least 5 days prior to 19 April following the end of the tax year

· EYU within 5 days;

(g) to authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs.

18. You will keep us informed of material changes in circumstances that could affect the payroll. If you are unsure whether the change is material or not, please let us know so that we can assess its significance.

19. Where you wish us to deal with HMRC communications you will forward to us all communications received from HMRC. These must be provided in time to enable us to deal with them as may be necessary within the statutory time limits. It is essential that you let us have copies of any correspondence received because HMRC is not obliged to send us copies of all communications issued to you.

20. If the information required to complete the payroll services set out above is received later than the dates specified above or agreed with us, we will still endeavour to process the payroll and returns to meet the agreed payroll date and filing deadlines but we will not be liable for any costs or other losses arising if the payroll is late or the returns are filed late in these circumstances. We may charge an additional fee of £50 for work carried out in a shorter time period.

21. Our services as detailed above are subject to the limitations on our liability set out in the engagement letter and in paragraph 18 of our standard terms and conditions of business. These are important provisions, which you should read and consider carefully.

22. You must also refer to the attached schedule confirming data processing details.

Schedule confirming data-processing details that must be added to the agreement

1. Subject matter of processing

Payroll

2. Duration of the processing

Until further notice

3. Nature and purpose of the processing

Processing payroll for directors and employees

4. Types(s) of personal data to be processed

Full name

Address

Insurance number

Date of birth

5. Categories of data subjects

Personal data

6. Our obligations (as data processor) to you (as data controller)

a. We will process personal data only on documented instructions from you, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by EU law or the law of a Member State; in such a case, we shall inform you of that legal requirement before processing, unless the law in question prohibits such information on important grounds of public interest.

b. We will obtain a commitment of confidentiality from anyone we authorise to process the personal data, unless they are already under a statutory obligation of confidentiality.

c. We will take all measures required pursuant to Article 32 of the GDPR.

d. We will not engage another processor without your prior written consent. If you provide such consent, we will only engage another processor in compliance with the requirements of Article 28(2) and 28(4) of the GDPR.

e. Insofar as is possible, we will assist you in fulfilling your obligations to data subjects under chapter III of the GDPR.

f. We will assist you in ensuring compliance with your obligations pursuant to Articles 32 to 36 of the GDPR.

g. At the end of the contract we will return to you all the personal data we have been processing for you, save insofar as we are required by law to retain any of the personal data.

h. We will make available to you all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR.

i. We will allow you (and/or an auditor appointed by you) to carry out audits and inspections in respect of compliance with the obligations laid down in Article 28 of the GDPR, and will contribute to such audits and inspections.

j. We will inform you immediately if we consider we have been given an instruction which infringes the GDPR and/or other EU and/or Member State data protection provisions.

7. Our responsibilities under GDPR

Nothing within this contract relieves us of our own direct responsibilities under the GDPR.

SCHEDULE OF SERVICES

This schedule should be read in conjunction with the engagement letter and the standard terms and conditions.

VAT returns

Recurring compliance work

1. We will prepare your quarterly VAT returns based on the information and explanations supplied by you.

2. Based on the information that you provide to us, we will tell you how much you should pay and when. If appropriate, we will initiate repayment claims where tax has been overpaid. We will advise on the interest and penalty implications if VAT is paid late.

3. Where appropriate, we will calculate the partial exemption annual adjustment.

4. Where appropriate, we will calculate the annual Capital Goods Scheme adjustment.

5. We will forward to you the completed return calculations for you to review before you provide written evidence of your approval, for onward transmission by us to HMRC.

6. When your VAT return calculations need to be uploaded to HMRC to comply with the “Making Tax Digital” (MTD) regulations, you must ensure that you use functionally compatible software and/or spreadsheets that are digitally linked to the accounts software and which can be submitted to HMRC via an application programme interface (API). If you require us to upload your VAT return calculations in accordance with the MTD requirements, you must provide us with all the necessary digital links to submit all the transaction records that are required by HMRC, together with confirmation that your digital records are complete and accurate.

7. Ad hoc queries by way of telephone and email enquiries are not routine compliance and may result in additional fees. As indicated below, where appropriate we will aim to discuss and agree additional fees but it may not always be possible to agree these in advance and we reserve the right to charge you an additional fee for these queries.

Ad hoc and advisory services

8. Where you have instructed us to do so, we will provide such other taxation ad hoc and advisory services as may be agreed between us from time to time. These services will be subject to the terms of this engagement letter and standard terms and conditions of business unless we decide to issue a separate engagement letter. An additional fee may be charged for these services. Examples of such work include:

· advising on ad hoc transactions and queries (including telephone conversations), preparing and submitting information in the relevant format to HMRC and calculating any related tax liabilities;

· reviewing and advising on a suitable partial exemption method to use in preparing the return;

· dealing with all communications relating to your VAT returns addressed to us by HMRC or passed to us by you;

· making recommendations to you about the use of cash accounting, annual accounting, flat rate and other suitable methods of accounting for VAT;

· making recommendations to you about the use of VAT Mini One Stop Shop (MOSS) if you supply digital services to consumers in the EU; and

· providing you with advice on VAT as and when requested.

Where the advice is provided in writing, the information provided and the query raised will be set out with our response to you.

9. Where specialist advice is required in certain areas, we may need to seek this from or refer you to appropriate specialists. We will only do this when instructed by you.

Changes in the law or practice or in public policy

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

11. We will accept no liability for losses arising from changes in the law or practice or in public policy that are first published after the date on which the advice is given.

Your responsibilities

12. You are legally responsible for:

(a) ensuring that your returns are correct and complete;

(b) filing any returns by the due date; and

(c) making payment of tax on time.

Failure to do this may lead to automatic penalties, surcharges and/or interest.

13. Legal responsibility for approval of the return cannot be delegated to others. You agree to check that returns that we have prepared for you are complete before approving them.

14. To enable us to carry out our work you agree:

(a) that all returns are to be made on the basis of full disclosure;

(b) that you are responsible for ensuring that the information provided is, to the best of your knowledge, accurate and complete. The returns are prepared solely on the basis of the information provided by you and we accept no responsibility for any liabilities arising due to inaccuracies or omissions in the information you provide, which may lead to a misdeclaration on which penalties and interest may arise;

(c) to authorise us to approach such third parties as may be appropriate for information we consider necessary to deal with the returns; and

(d) to provide us with all the records relevant to the preparation of your quarterly returns as soon as possible after the return period ends. We would ordinarily need a minimum of 10 working days before submission to complete our work. If the records are provided later or are incomplete or unclear, thereby delaying the preparation and submission of the return, we accept no responsibility for any “default surcharge” penalty that may arise. Where feasible, we may agree to complete your return within a shorter period but may charge an additional fee of £50.

15. You will keep us informed of material changes in circumstances that could affect your obligations, eg

· change in the nature of your business;

· change of type of supply for VAT;

· change in your type of business entity such as from sole trader into partnership;

· acquisition or disposal of land or property etc;

· starting to make supplies which are exempt from VAT; and

· you have reclaimed VAT within the last 10 years, having spent over £250,000 in purchasing, building or redeveloping a property, and the extent to which it is being used for taxable and/or exempt purposes has changed since you first reclaimed the VAT (ie Capital Goods Scheme adjustments will apply).

16. Where you wish us to deal with HMRC communications you will forward to us all communications received from HMRC such as statements of account, copies of notices of assessment and letters. These must be provided in time to enable us to deal with them as may be necessary within the statutory time limits. It is essential that you let us have copies of any correspondence received because HMRC is not obliged to send us copies of all communications issued to you.

17. You are responsible for bringing to our attention any errors, omissions or inaccuracies in your returns that you become aware of after the returns have been submitted in order that we may assist you to make a voluntary disclosure.

18. If you provide digital services to consumers in the EU you are responsible for either registering for VAT in that member state or registering for MOSS in the UK.

19. If EC Sales Lists need to be completed you are responsible for obtaining all your customers’ VAT registration numbers in other member states and to check with HMRC if you are not completely satisfied.

20. Our services as detailed above are subject to the limitations on our liability set out in the engagement letter and in paragraph 18 of our standard terms and conditions of business. These are important provisions which you should read and consider carefully.

STANDARD TERMS AND CONDITIONS OF BUSINESS

These terms and conditions should be read alongside the privacy notice

1. Applicable law

Our engagement letter, the schedule of services and our standard terms and conditions of business are governed by, and should be construed in accordance with, the law and practice of England and Wales. Each party agrees that the courts of England and Wales 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 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.

2. Client identification and verification

As with other professional services firms, we are required to identify and verify our clients for the purposes of the UK anti-money laundering legislation. Save in exceptional circumstances we cannot start work until this requirement has been met. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases including ID verification software.

3. Client money

We will not hold money on your behalf.

4. Complaints

We are committed to providing you with a high-quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service, please contact Anca Prodan. We agree to look into any complaint carefully and promptly and do everything reasonable to try and resolve it. If you are still not satisfied you can refer your complaint to HMRC.

5. Confidentiality

Communication between us is confidential. We shall take all reasonable steps not to disclose your information except where we are required to and as set out in our privacy notice. Unless we are authorised by you to disclose information on your behalf, this undertaking will apply during and after this engagement.

We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality and security terms.

6. Conflicts of interest

If there is a conflict of interest in our relationship with you or in our relationship with you and another client that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, then we will adopt those safeguards.

Where conflicts are identified that cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services. If this arises, we will inform you promptly. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours, subject, of course, to the obligations of confidentiality referred to above.

7. Data protection

You acknowledge that we will act in accordance with the privacy notice we have supplied to you.

8. Disengagement

Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.

Should we have no contact with you for a period of 6 months or more, we may issue to your last known address a disengagement letter and thereafter cease to act.

We reserve the right following termination for any reason to destroy any of your documents that we have not been able to return to you after a period of six months unless other laws or regulations require otherwise.

9. Electronic and other communication

As instructed, we will communicate with you and with any third parties you instruct us to as set out in our covering letter and privacy notice via email or by other electronic means. The recipient is responsible for virus-checking emails and any attachments.

With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses, nor for communications that are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication, especially in relation to commercially sensitive material. These are risks you must accept in return for greater efficiency and lower costs. If you do not wish to accept these risks, please let us know and we will communicate by hard copy, other than where electronic submission is mandatory.

Any communication by us with you sent through the post or DX system is deemed to arrive at your postal address two working days after the day that the document was sent.

When accessing information held electronically by HMRC, we may have access to more information than we need and will only access records reasonably required to carry out the contract.

You are required to keep us up to date with accurate contact details at all times. This is important to ensure that communications and papers are not sent to the incorrect address.

11. Fees and payment terms

Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility, and the importance and value of the advice that we provide, as well as the level of risk.

If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.

Where requested, we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.

In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by HMRC. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such insurance was arranged through us, you will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.

We will bill monthly and our invoices are due for payment 14 days of issue. Any disbursements we incur on your behalf and expenses incurred during carrying out our work for you will be added to our invoices where appropriate.

Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees.

It is our normal practice to ask clients to pay by monthly direct debit and to periodically adjust the monthly payment by reference to actual billings.

Where this contract exists between us and a purchaser acting in the course of a business we reserve the right to charge interest on late-paid invoices at the rate of 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.

If you do not accept that an invoiced fee is fair and reasonable you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.

On termination of the engagement you may appoint a new adviser. Where a new adviser requests professional clearance and handover information we reserve the right to charge you a reasonable fee for the provision of handover information.

12. Implementation

We will only assist with implementation of our advice if specifically instructed and agreed in writing.

13. Intellectual property rights

We will retain all copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.

14. Interpretation

If any provision of this engagement letter, schedules of services or standard terms and conditions is held to be void, then that provision will be deemed not to form part of this contract and the remainder of this agreement shall be interpreted as if such provision had never been inserted.

In the event of any conflict between these standard terms and conditions and the engagement letter or schedules of services, the relevant provision in the engagement letter or schedules will take precedence.

15. Internal disputes within a client

If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of a business client, it should be noted that where our client is the business, 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 of business for the attention of the directors. 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/the LLP and take no further action until the board/partnership/LLP has agreed the action to be taken.

17. Lien

Insofar as we are permitted to do so by law or 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.

18. Limitation of liability

We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses directly caused by our negligence, fraud or wilful default.

Exclusion of liability for loss caused by others

We will not be liable if such losses, penalties, interest or additional tax liabilities are caused by the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information, or if they are caused by a failure to act on our advice or a failure to provide us with relevant information.

In particular, where we refer you to another firm whom you engage with directly, we accept no responsibility in relation to their work and will not be liable for any loss caused by them.

Exclusion of liability in relation to circumstances beyond our control

We will not be liable to you for any delay or failure to perform our obligations under this engagement letter if the delay or failure is caused by circumstances outside our reasonable control.

Exclusion of liability relating to non-disclosure or misrepresentation

We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us.

This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures that we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry beyond that which it would have been reasonable for us to have carried out in the circumstances.

Indemnity for unauthorised disclosure

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.

19. Limitation of third-party rights

The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you that you make available to them. A party to this agreement is the only person who has the right to enforce any of its terms and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.

20. Period of engagement and termination

Unless otherwise agreed in the 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.

Each of us may terminate this agreement by giving not less than 30 days’ notice in writing to the other party, except where 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 prior to termination.

In the event of termination of this 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 shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.

If you engage us for a one-off piece of work (for example advice on a one-off transaction or preparation of a tax return for one year only) the engagement ceases as soon as that work is completed. The date of completion of the work is taken to be the termination date and we owe you no duties and we will not undertake further work beyond that date.

Where recurring work is provided (for example ongoing compliance work such as the completion of annual tax returns) the engagement ceases on the relevant date in relation to the termination as set out above. Unless immediate termination applies, in practice this means that the relevant termination date is:

· 30 days after the date of notice of termination; or

· A later agreed date

We owe you no duties beyond the date of termination and will not undertake any further work.

22. Reliance on advice

We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example, during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing. However, bear in mind that advice is only valid at the date it is given.

23. Retention of papers

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

When we cease to act for you we will seek to agree the position on access to cloud-accounting records to ensure continuity of service. This may require you to enter direct engagements with the software providers and pay for that service separately. 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, LLPs and other corporate entities

· six years from the end of the accounting period.

While certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than seven years old. This includes your documents if they have not been reclaimed by you within the seven-year period. You must tell us if you require the return of any specific document or their retention for a longer period.

You should retain documents that are sent to you by us as set out in the privacy notice, which should be read alongside these terms and conditions.

24. The Provision of Services Regulations 2009 (‘Services Directive’)

In accordance with our professional body rules, we are required to hold professional indemnity insurance. Details about the insurer and coverage can be requested from us.

Merchant Policies