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 English law. Each party agrees that the courts of England 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.

It will be the responsibility of the management to fully evaluate the applicability of the business and/or legal implications and its continued applicability on any advice provided by us and for which any law or circumstances of the context of the advice has changed. 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.

Our services are restricted to Book-Keeping, accounting and reporting services as per the defined scope under respective service level agreements. Hence, unless explicitly specified, during the course of the above mentioned services, any suggestions or inputs in the nature of leading business practice, scope of improvement, additional controls etc shall not be construed as recommendations under any advisory capacity (Unless otherwise, the scope and engagement of advisory services is explicitly agreed upon) and it shall be the responsibility of the management to fully evaluate the impact and feasibility of such suggestions and we shall not be held liable for any adverse outcome due to such decisions by the management.

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.

If you undertake usiness that requires you to be supervised by an appropriate supervisory authority to follow anti-money laundering regulations including if you accept or make a high value cash payments of GBP 10,000 or more (or equivalent in any currency) or such other criteria as defined under MLR 2017, in exchange for goods you should inform us.

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 by or under enactment other than the MLR 2017, or we have obtained the consent of the data subject to the proposed use of the data.

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. We will comply at all times with the provisions of the Bribery Act 2010 in relation to any commissions payable and will disclose as per the extant laws.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.

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.

We may engage with clients in the similar nature of business or similar industry who are, or may become your competitors and you further agree that, if we act for such clients, 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.

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.

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.

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

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.

If we use external or cloud-based systems, we will ensure confidentiality of your information is maintained. This applies in addition to our obligations on data protection in section 8.

5.1 We may introduce / refer you to third party products in relation to Mortgage, Insurance or various other services you may request or seek and you are advised to conduct proper diligence and caution before making the decision to choose such third party providers.

5.2 We get introductory commissions on making such referrals. We will at all times comply with the relevant provisions of the Bribery Act 2010 in relation to any commissions payable.

5.3 Before referrals are made, we conduct basic due diligence on the credibility and quality of the provider.

5.4 We cannot be held liable for any damages or losses incurred to you by the usage of third party providers and their services.

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.

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. 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 to our obligations of confidentiality and the safeguards set out in the paragraph on confidentiality above.

You shall agree and abide by the non-solicitation clause as discussed below. You shall not directly or indirectly solicit or induce or attempt to solicit or induce any of employees to leave their employment with us and join or become employed by you directly or indirectly or with any of your clients, affiliates and third parties. You acknowledge that we have invested time, effort and resources into recruiting, training and developing its employees and that the loss of such employees to clients or affiliates could harm our legitimate interests of our business.

8.1 For the purpose of this clause 8 “Data Protection Legislation” shall mean the Data Protection Act 1998 or 2018, or any successor legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation (EU 2016/679).

8.2 Both parties acknowledge that they will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

8.3 You acknowledge that for the purposes of the Data Protection Legislation, we are the data controller and data processor (where Data Controller and Data Processor have the meanings as per the Data Protection Legislation).

8.4 We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed under this engagement letter, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance. We will not process your personal data for any other reason without first obtaining your consent. We confirm that when processing data on your behalf we will comply with the provisions of the Data Protection Legislation and our Privacy Policy, a copy of which is available on our website.

8.5 You have a right of access, under Data Protection Legislation, to the personal data that we hold about you. A subject access request may be made by contacting our data protection officer at gokul@q4accounting.com.

8.6 We reserve the right to outsource work as a condition of our engagement. Where your data is transferred to a third party for the purpose of providing an outsourced service, we will ensure that we have in place a written agreement with any such third party incorporating terms relating to data protection which are substantially similar to the provisions of this clause 8.

8.7 We may occasionally share your data with other companies within the Q4 Group in order to service your accounting, tax and business needs. We will not share your data with third party providers not part of the Q4 Group without your permission.

8.8 For the purpose of providing our services to you, we may disclose the client's personal data to members of our firm's network, our regulatory bodies 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 United Kingdom. We will only disclose client personal data to a third party (including a third party outside of the UK) provided that the transfer is undertaken in compliance with the data protection legislation.

8.9 We may disclose the client data to other third parties in the case 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 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.

9.1 You, as the customer, have the right by written notice to cancel the Agreement within 30 days without giving any reason. The cooling off period will expire after 30 days from the day on which you signed the Agreement.

9.2 You may terminate the engagement by giving 30 days' prior written notice but we will be entitled to keep all your papers and documents while there is money owing to us for our charges and expenses.

9.3 We may stop acting for you only if we have reasonable grounds to do so, for example if you do not pay an interim bill, comply with a request for a payment on account or if you fail to provide us with instructions or fail to do so on a prompt basis. If we decide to stop acting for you, we must provide you with not less than one month’s prior written notice with reason.

9.4 Under the Consumer Protection (Distance) Regulations 2000, for some non-business instructions, you may have the right to withdraw, without charge, within seven working days of the date on which you asked us to act for you. However, if we start working with your consent within that period, you lose that right to withdraw. Your acceptance of these terms and conditions of business will amount to such consent. If you seek to withdraw instructions, you should give notice by telephone, e-mail or letter to the person named in these terms of business as being responsible for your work. The Regulations require us to inform you that the work involved is likely to take more than 30 days.

9.5 If you cancel our contract before any minimum term set out in the Agreement is up, fees paid up to date are not refunded. Termination of services must be requested in writing either by letter or email. It will be effective on receipt of such notice in line with the termination period stated in section 8.2. Please note if you are a monthly fee-paying client, your payment of fees already made will not be refunded on termination of the contract as resources and systems have been put in place to work on the account.

9.6 If you cancel the Agreement within the first six months, an additional fee of £250+VAT will be payable in consideration of the initial set-up costs incurred by us.

9.7 On termination of the Agreement and these terms, you shall immediately pay all outstanding invoices and interest in respect of the services supplied.

9.8 Termination of the Agreement and these terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of contract which existed at or before the date of termination.

9.9 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.

9.10 In the event of termination of our contract, we will endeavour to transition the work-inprogress at the given point of time to you or the new vendor, 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.

10.1 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 all security assessment on emails and any attachments.

10.2 With electronic communication, there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus, malware and any other information security threats-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 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 and additional costs has to be borne by you.

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

11.1 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 services we provide, as well as the level of risk.

11.2 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.

11.3 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.

11.4 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.

11.5 We will bill monthly, quarterly, annually and our invoices will be due for payment within 7 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.

11.6 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.

11.7 It is our normal practice to issue 'Applications for Payment' when dealing with continuous or recurring work. The payment terms for 'Applications for Payment' are the same as for invoiced fees. A VAT invoice will be issued to you upon receipt of your payment.

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

11.9 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.

11.10 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 that payment is due.

11.11 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.

12.1 We are committed to providing you with a high-quality service that is both efficient and effective. If, at any time, you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please confirm to us in writing.

12.2 We will consider carefully any complaint you may make about our service as soon as we do it and reasonably do all we can to explain this to you.

12.3 If we do not answer your complaint to your satisfaction, you may, of course, take up the matter with our regulatory body, HMRC.

12.4 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 an ADR provider if we cannot resolve your complaint using our internal procedures.

13. 1 We will retain all intellectual property rights in any document prepared by us during the course of carrying out the engagement except where the law specifically states otherwise.

13.2 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.

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.

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. 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 and take no further action until the board or partnership has agreed the action to be taken, in writing.

Insofar as we are permitted to do 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.

The service 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 Contracts (Rights of Third Parties) Act 1999.

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.

We will observe and act in accordance with the Bye-laws, regulations and Code of Ethics of HMRC 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 your compliance with statutory or regulatory obligations. You can see copies of these requirements in our offices.

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. 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 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/hmrc-charter. To the best of our abilities, we will ensure that HMRC meets their side of the Charter in their dealings with you.

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.

22.1 You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we may collect information from you and others relevant to your tax and financial affairs. We will return any original documents to you if requested. Documents and records relevant to your tax affairs are required by law to be retained as follows: Individuals, trustees and partnerships:

a) with trading or rental income: six plus current year.

b) otherwise: 22 months after the end of the tax year. Companies, Limited Liability Partnerships, and other corporate entities:

c) six years from the end of the accounting period.

22.2 Although certain documents may legally belong to you, we may destroy correspondence and others 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.

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.