Terms of Business

The following terms of business apply to all engagements accepted by CMM Accountancy. All work is carried out under these terms except where changes are expressly agreed in writing.

1. APPLICABLE LAW

a. Our engagement letter, the schedules of services and our standard terms and conditions of business are governed by, and should be construed in accordance with, Scots law. Each party agrees that the courts of Scotland will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it on any basis. 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.

b. 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 or in your circumstances. We will accept no liability for losses arising from changes in the law, or the interpretation thereof, that occur after the date on which the advice is given.

2. BRIBERY ACT 2010

a. In accordance with the requirements of the Bribery Act 2010 we have policies and procedures in place to prevent the business and its directors and staff from offering or receiving bribes

3. CLIENT IDENTIFICATION

a. As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.

b. 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.

c. Any personal data received from you to comply with our obligations under the Money Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations 2017 (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 law 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.

d. We are required to retain the identification verification for 5 years after any business relationship or transaction has ended. We have procedures in place to ensure these details are retained and destroyed securely.

4. CLIENTS’ MONEY

a. We may, from time to time, hold money on your behalf. The 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 ICAS’s Clients’ Money Regulations.

b. All client monies will be held in an interest-bearing account. To avoid excessive administration, interest will only be paid to you if the interest earned on the balances held on your behalf in any calendar year exceeds £25.00. 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, we will put the money in a designated interest-bearing client bank account and pay the interest to you. Subject to any tax legislation, interest will be paid gross.

c. We will return monies held on your behalf promptly, as soon as there is no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed, and the client to which they relate is not able to be traced, we may deal with those monies in accordance with the ICAS Clients’ Money Regulations in force at that time.

d. Fees paid by you in advance of professional work to be performed and clearly identifiable as such shall not be regarded as clients’ monies.

5. CLOUD BASED SERVICES

a. IT security – your responsibilities. To support the delivery of these cloud based services, it is important to ensure that appropriate IT security measures are in place. You are responsible for:

i. providing us with a list of approved users;

ii. ensuring that all usernames, passwords and any additional authentication measures required for access are kept secure and not shared with unauthorised individuals;

iii. ensuring that you have appropriate security measures in place to prevent and/or detect viruses, trojans, malware or any other malicious code;

iv. any internet link (eg. through your internet service provider) to permit you to connect to the service; and

v. compliance with the service providers terms, if applicable.

If any of your staff, authorised for access, leaves or is no longer authorised you are responsible for notifying us to remove any access. You must give us sufficient notice to be able to make the change on your behalf if you are not able to do this directly.

b. IT security – our responsibilities. We are responsible for:

i. ensuring only our authorised staff are provided access;

ii. ensuring that all usernames, passwords and any additional authentication measures required for access are kept secure and not shared with unauthorised individuals;

iii. having appropriate security measures in place to prevent and/or detect viruses, trojans, malware or any other malicious code; and

iv. compliance with the service providers terms, if applicable.

c. Cloud based accounting software.

i. Provider:

ii. If you select a cloud accounting service from us the software that will be hosted in the cloud is Xero.

iii. This software and the associated hosting will be supplied by Xero (UK) Limited (www.xero.com).

iv. The servers used by the suppliers are provided by Amazon Web Services and are based in the U.S.

v. If you wish to stop this service you must give 30 days’ notice in accordance with the supplier’s terms.

vi. Our responsibilities:

vii. We will send you a regular invoice per our agreement schedule, which includes the services provided.

viii. When you stop the service, giving notice as above we will take a full account transactions report from the software. If you require us to take any additional reports, records or data from the software you must advise us of this when giving notice.

ix. We are not responsible for any failure to deliver the service due to errors in transmission, internet outages, supplier infrastructure issues or any other failure that results in unavailability of the service. We are also not liable for any loss or corruption of data if you have breached the supplier’s terms.

x. Excluded work

xi. The scope of our services provided to you will be only as set out above and all other services which we may offer are excluded.

xii. If you instruct us to do so, we will provide other ad hoc services as may be agreed between us from time to time. These may be the subject of a separate fee for any such work you instruct us to undertake.

xiii. Examples of such work that you may wish to instruct us to undertake include:

a) assisting you in the selection of specific accounting software relevant to your needs

b) review of existing software for suitability to your business needs

c) training for your staff in the use of the accounting software

xiv. Your responsibilities

xv. You shall pay the fee per our agreed payment schedule. If you do not make payment, then we may issue a written warning. 30 days after the warning we will stop the service until fees due have been paid or an alternative arrangement has been made.

xvi. You are responsible for the maintenance of your accounting records, unless you have delegated all or part of this process to us, in which case this will be part of a service covered under the appropriate section of the engagement letter.

xvii. By using the software as an Invited User you are entering into a Terms of Use Agreement with Xero (UK) Limited (see https://www.xero.com/uk/about/legal/terms). You are responsible for ensuring that the terms are suitable for your requirements. Should you wish to discuss anything in these agreements please contact us prior to entering in the agreement.

d. Client portal

i. Provider

ii. We will provide a free portal service to allow secure exchange of files between us and for on demand access to shared documents. The portal service supplier we use is Senta SAAS Ltd.

The contact details for this provider are:

• Engine Shed, Station Approach, Temple Meads, Bristol, BS1 6QH

• 0117 456 3000

• hello@senta.co

The servers used by the suppliers are based in the European Economic Area.

iii. Our responsibilities

iv. We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful access to data in the portal and against accidental loss or destruction of, or damage to, the data.

v. If you decide to stop using our services, we will disable all user access to your portal.

vi. At our discretion, we may change how the portal service is offered. We will provide you appropriate notice of any changes that may affect your usage.

vii. Your responsibilities

viii. You have agreed that you/your staff will:

a) control which files are uploaded to the portal;

b) remove files from the portal when they are no longer needed;

c) not provide access to any other third parties.

ix. You must notify us immediately if you wish to stop using the services of the firm so that we can disable access in a timely manner.

6. COMMISSIONS OR OTHER BENEFITS

a. In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you.

b. If this happens, we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits. You agree that we can retain the commission or other benefits without being liable to account to you for any such amounts.

7. CONFIDENTIALITY

a. Unless we are authorised by you to disclose information on your behalf, we confirm that if you give us confidential information we will, at all times during and after this engagement, keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to us or our engagement.

b. 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.

c. 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.

d. 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.

e. 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.

f. 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 confidentiality terms equivalent to an employee.

g. If we use external or cloud-based systems, we will ensure confidentiality of your information is maintained.

h. This applies in addition to our obligations on data protection in section 9.

8. CONFLICTS OF INTEREST

a. We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client, 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. If conflicts are identified which cannot be managed in a way that protects your interests, we regret that we will be unable to provide further services.

b. If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, we will adopt those safeguards. In resolving the conflict, we would be guided by ICAS’s Code of Ethics, which can be viewed at https://www.icas.com/professional-resources/ethics/icas-code-of-ethics. 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 above.

9. DATA PROTECTION ACT 1998 AND 2018

a. In this clause, the following definitions shall apply:

i. ‘client personal data’ means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement letter with you;

ii. ‘data protection legislation’ means all applicable privacy and data protection legislation and regulations including PECR, the GDPR and any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time;

iii. ‘controller’, ‘data subject’, ‘personal data’, and ‘process’ shall have the meanings given to them in the data protection legislation;

iv. ‘GDPR’ means the General Data Protection Regulation ((EU) 2016/679); and

v. ‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).

b. We shall each be considered an independent data controller in relation to the client personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the client personal data.

c. You shall only disclose client personal data to us where:

i. you have provided the necessary information to the relevant data subjects regarding its use (and you may use or refer to our privacy notice available at https://www.cmmaccountancy.co.... for this purpose);

ii. you have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject’s consent; and

iii. you have complied with the necessary requirements under the data protection legislation to enable you to do so.

d. Should you require any further details regarding our treatment of personal data, please contact our data protection officer, Alan Cooper.

e. We shall only process the client personal data:

i. in order to provide our services to you and perform any other obligations in accordance with our engagement with you;

ii. in order to comply with our legal or regulatory obligations; and

iii. where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subjects’ own privacy rights. Our privacy notice (available at https://www.cmmaccountancy.co....) contains further details as to how we may process client personal data.

f. For the purpose of providing our services to you, we may disclose the client personal data to our regulatory body or other third parties (for example, our professional advisors or service providers). The third parties to whom we disclose such personal data may be located outside of the European Economic Area (EEA). We will only disclose client personal data to a third party (including a third party outside of the EEA) provided that the transfer is undertaken in compliance with the data protection legislation.

g. We may disclose the client personal data to other third parties in the context of a possible sale, merger, restructuring or financing of or investment in our business. In this event we will take appropriate measures to ensure that the security of the client personal data continues to be ensured in accordance with data protection legislation. If a change happens to our business, then the new owners may use our client personal data in the same way as set out in these terms.

h. We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the client personal data and against accidental loss or destruction of, or damage to, the client personal data.

i. In respect of the client personal data, provided that we are legally permitted to do so, we shall promptly notify you in the event that:

i. we receive a request, complaint or any adverse correspondence from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or in respect of our processing of their personal data;

ii. we are served with an information, enforcement or assessment notice (or any similar notices), or receive any other material communication in respect of our processing of the client personal data from a supervisory authority as defined in the data protection legislation (for example in the UK, the Information Commissioner’s Officer); or

iii. 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, the client personal data.

j. Upon the reasonable request of the other, we shall each co-operate with the other and take such reasonable commercial steps or provide such information as is necessary to enable each of us to comply with the data protection legislation in respect of the services provided to you in accordance with our engagement letter with you in relation to those services.

10. DISENGAGEMENT

a. If we resign or are asked to resign, we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. If we have no contact with you for a period of 3 months or more, we may issue to your last known address a disengagement letter and thereafter cease to act.

11. ELECTRONIC AND OTHER COMMUNICATION

a. Unless you instruct us otherwise, we may, if appropriate, communicate with you and with third parties by email or other electronic means. The recipient is responsible for virus checking emails and any attachments.

b. 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 in emails or by electronic storage devices. Nevertheless, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses or for communications which 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 bear 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 paper mail, other than when electronic submission is mandatory.

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

12. FEES AND PAYMENT TERMS

a. 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 we provide, as well as the level of risk.

b. We usually indicate a fixed fee for the provision of specific services, payable by instalments over a period of up to 12 months (“Instalment Fees”). If it becomes apparent to us during the assignment 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. Once the initial assignment period has passed, usually a year, our fees may be amended to reflect inflation or changes to the assignment.

c. Instalment Fees shall be payable over the period outlined in the initial quotation, and shall be deemed to roll over to subsequent periods, usually of 12 months in line with your accounting period, unless agreed otherwise. In the event that the engagement is terminated for any reason, you agree and acknowledge that you shall not be entitled to any refund of any part of the Instalment Fees billed or paid in advance and that we shall be entitled to retain the Instalment Fees and to invoice you for any remaining part of the Instalment Fees that have not been received by us

d. If we provide you with an estimate of our fees for any specific work, the estimate will not be contractually binding unless we explicitly state that will be the case. Otherwise, our fees will be calculated on the basis of the hours worked by each member of staff necessarily engaged on your affairs, multiplied by their charge-out rate per hour, VAT being charged thereon. Our current hourly charge-out rates are available on request.

e. 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 you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.

f. We will bill monthly, quarterly, or on the completion of assignments, as agreed and our invoices will be due for payment within 30 days of issue. Our fees are exclusive of VAT which will be added where it is chargeable. Any disbursements we incur on your behalf, and expenses incurred in the course of carrying out our work for you, will be added to our invoices where appropriate.

g. Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees. If these costs are incurred to fulfil our engagement, such necessary additional charges may be payable by you.

h. Where we have agreed to bill for work on completion of an assignment and that completion is delayed for reasons outwith our control we reserve the right to issue a bill for work carried out to date.

i. We reserve the right to charge interest on late paid invoices at the rate of 8% above bank base rates 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, having given written notice, if payment of any fees is unduly delayed. We intend to exercise these rights only if it is fair and reasonable to do so.

j. 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.

k. 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.

13. HELP US TO GIVE YOU THE BEST SERVICE

a. We are committed to providing you with a high quality service that is both efficient and effective. If, at any point 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 Alan Cooper.

b. We will consider carefully any complaint you may make about our service as soon as we receive it and do all we can to explain the position to you. We will acknowledge your email or letter within five business days of its receipt and endeavour to deal with your complaint within eight weeks.

c. If we do not answer your complaint to your satisfaction, you may, of course, take up the matter with our professional body, ICAS.

d. For non-commercial clients ,should we be unable to resolve your complaint, you may also be able to refer your complaint to an alternative dispute resolution (ADR) provider to try and reach a resolution. We will provide details of a ADR provider if we cannot resolve your complaint using our internal procedures. This is in addition to your ability to complain to ICAS.

14. INTELLECTUAL PROPERTY RIGHTS AND USE OF OUR NAME

a. 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.

b. You are not permitted to use our name in any statement or document 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.

15. INTERPRETATION

a. If any provision of our engagement letter or terms of business is held to be void, that provision will be deemed not to form part of this contract. 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.

16. INTERNAL DISPUTES WITHIN A CLIENT

a. 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 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 normal place of business for the attention of the directors, partners, or trustees, as appropriate. If conflicting advice, information or instructions are received from different directors, partners, or trustees in the business, we will refer the matter back to the board of directors, the partnership, or the trust, and take no further action until the board, partnership, or trustees have agreed the action to be taken.

17. INVESTMENT ADVICE (INCLUDING INSURANCE DISTRIBUTION SERVICES)

a. Investment business is regulated by the Financial Services and Markets Act 2000. If, during the provision of professional services to you, you need advice on investments including insurances, we may have to refer you to someone who is authorised by the Financial Conduct Authority or licensed by a Designated Professional Body, as we are not.

18. LIEN

a. 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.

19. LIMITATION OF LIABILITY

a. 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.

b. Exclusion of liability for loss caused by others

We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are due to 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 due to a failure to act on our advice or a failure to provide us with relevant information.

c. 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.

d. Exclusion of liability relating to the discovery of fraud etc

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 wrongly misrepresented to us or from fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers. 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.

e. 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 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.

f. Limitation of aggregate liability

You have agreed that you will not bring any claim of a kind that is included within the subject of the limit against any of our principals or employees; on a personal basis.

20. LIMITATION OF THIRD PARTY RIGHTS

a. 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 which 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 Contract (Third Party Rights) (Scotland) Act 2017.

21. PERIOD OF ENGAGEMENT AND TERMINATION

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

b. 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.

c. We reserve the right to terminate 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; or either party being in breach of their obligations if this is not corrected within 30 days of being asked to do so.

d. 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.

22. PROFESSIONAL RULES AND STATUTORY OBLIGATIONS

a. We will observe and act in accordance with the Bye-laws, regulations and Code of Ethics of ICAS, including Professional Conduct in Relation to Taxation, and will accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by HMRC if 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. You can see copies of these requirements in our offices. The requirements are also available online at https://www.icas.com/governance/charter/icas-rules-and-regulations.

23. QUALITY CONTROL

a. As part of our ongoing commitment to provide a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced professionals and are bound by the same rules of confidentiality as our principals and staff.

b. 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, visit https://www.gov.uk/government/publications/your-charter/your-charter. To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.

24. RELIANCE ON ADVICE

a. 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. Advice is valid as at the date it was given.

25. RETENTION OF PAPERS

a. 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:

b. 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.

c. Companies, Limited Liability Partnerships, and other corporate entities:

six years from the end of the accounting period.

d. 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 tell us if you wish us to keep any document for any longer period.

e. If we resign or are asked to resign, we will return any original documents or documents that legally belong to you on request, subject to any right of lien that we may have. If you fail to collect such records within six months from the date of our disengagement letter, you agree that we are no longer responsible for their safekeeping and that we may destroy documents and records that we hold. Prior to destruction of the documents, we shall issue a reminder for the collection of records at least 1 month prior to the destruction of records. In addition, a final reminder shall be issued at least 14 days prior to the destruction of records.

26. THE PROVISION OF SERVICES REGULATIONS 2009

a. In accordance with the disclosure requirements of the Provision of Services Regulations 2009, we require to make details of our professional indemnity insurer available to clients. As the insurer can change from year to year please contact us should you wish details of our current insurer. 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 or Canada.

27. TIMING OF OUR SERVICES

a. If you provide us with all information and explanations on a timely basis in accordance with our requirements, we will plan to undertake the work within a reasonable period of time to meet any regulatory deadlines. However, failure to complete our services before any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.