This letter and the attached schedule[s] of service together with our terms of business dated May 2024 set out the basis on which we are to provide these services and your and our respective responsibilities.

We are bound by ICAEW’s Code of Ethics, and Professional Conduct in Relation to Taxation and accept instructions to act for you on the basis that we will act in accordance with these ethical guidelines.

1. SCOPE OF SERVICES

1.1. We have listed within the attached proposal the work which you have instructed us to carry out, the detail of which is contained in therein. These terms state your and our responsibilities in relation to the work to be carried out. Only the services which are listed in the attached proposal are included within the scope of our instructions. If there are other services that you wish us to carry out which are not listed in the proposal, please let us know and we will discuss with you whether they can be included in the scope of our work. If we agree to carry out additional services for you, we will provide you with a new or amended engagement letter and schedules.

1.2. The fees above are estimated based on our experience of similar businesses and you provided any required information in a timely fashion. Should these requirements not be met we reserve the right to notify you of a revised figure or range and seek your agreement to the change.

1.3. We do not expect to incur any disbursements or expenses.

2. LIMITATION OF LIABILITY

2.1. We will provide services as outlined in this letter with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities if you or others supply incorrect or incomplete information, or fail to supply any appropriate information or if you fail to act on our advice or respond promptly to communications from us or the tax authorities.

2.2. You will not hold us, our directors and staff, responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement. You have agreed that you will not bring any claim in connection with services we provide to you against any of our directors or employees personally.

2.3. Unless there is a legal or regulatory requirement to do so, our work is not to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

3. COMMUNICATING WITH YOU

3.1. We will communicate with the Director you have nominated in relation to the company’s accounting and tax affairs, having agreed with you that they will represent the company.

4. AGREEMENT OF TERMS

4.1. Data Protection

4.1.1. We are committed to ensuring the protection of the privacy and security of any personal data which we process. Your attention is drawn to clause [7] of the attached terms of business which details how we treat personal data received by us in the provision of our services during our engagement with you. By signing this letter, you confirm that you have read and understood clause [7] and any privacy notice referred to therein.

4.2. Period of engagement

4.2.1. This engagement will start on the date indicated on your introductory email and cover all the accounting services in the proposal required for your company’s accounting period ending on .

4.2.2. This letter supersedes any previous engagement letter for the period covered. Once agreed, this letter will remain effective from the date of signature until it is replaced. You or we may agree to vary or terminate our authority to act on your behalf at any time without penalty. Notice of variation or termination must be given in writing.

4.3. Confirmation of your agreement

4.3.1. This letter, together with the attached schedules, constitutes the entire contract between us and any proposed variations or termination must be given in writing.

4.3.2. The terms set out in this letter shall take effect immediately upon your countersigning this letter and returning it to us. If we are instructed to start work before receiving a signed copy of this letter we will treat that as acceptance of all the terms of this engagement letter, unless we hear from you to the contrary within 14 days of you giving that instruction. [Subject to company law provisions for auditors you or] [You or] we may agree to vary or terminate our authority to act on your behalf at any time without penalty.

4.3.3. Please confirm your agreement to the terms of this letter and the attached terms of business by signing and returning the appointment acceptance below, together with a copy of this letter. If this letter and the attached terms of business are not in accordance with your understanding of our terms of appointment, please let us know.

Yours sincerely

Paul Tonks ACA

Aviso Business Services Limited

1 Widcombe Street, Dorchester DT1 3BS

APPOINTMENT ACCEPTANCE

By accepting these Terms of Business electronically, [I/We] acknowledge receipt of your engagement letter, and we agree to the letter and the attached schedules[s] of services which, together with the terms of business, fully record the agreement between us concerning your appointment to carry out the work described in the schedule[s].

AVISO BUSINESS SERVICES LIMITED

TERMS OF BUSINESS

MAY 2024

PART 1 – PREPARATION OF STATUTORY FINANCIAL STATEMENTS IN COMPLIANCE WITH THE COMPANIES ACT 2006

SCHEDULE OF SERVICES

This schedule should be read in conjunction with the engagement letter and the terms of business.

1. RESPONSIBILITIES AND SCOPE FOR FINANCIAL STATEMENTS PREPARATION SERVICES

1.1. Your responsibilities as directors

1.1.1. As directors of the company, you are responsible for preparing financial statements which give a true and fair view and which have been prepared in accordance with the Companies Act 2006 (the Act). As directors you must not approve the financial statements unless you are satisfied that they give a true and fair view of the assets, liabilities, financial position and profit or loss of the company.

1.1.2. You have instructed us to prepare abridged accounts under The Small Companies and Groups (Accounts and Directors’ Report) Regulations 2008 as amended by The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015. As directors you are responsible for obtaining the necessary consents from all shareholders and for delivering the required statement to the registrar.

1.1.3. In preparing the financial statements, you are required to:

1. select suitable accounting policies and then apply them consistently;

1. make judgements and estimates that are reasonable and prudent; and

2. prepare the financial statements on the going-concern basis unless it is inappropriate to presume that the company will continue in business.

1.1.4. You are responsible for keeping adequate accounting records that set out with reasonable accuracy at any time the company’s financial position, and for ensuring that the financial statements comply with applicable accounting standards and with the Companies Act 2006 and give a true and fair view. By approving the financial statements you will be acknowledging this responsibility.

1.1.5. You are also responsible for safeguarding the assets of the company and hence for taking reasonable steps to prevent and detect fraud and other irregularities.

1.1.6. You are also responsible for deciding whether, in each financial year, the company meets the conditions for exemption from an audit, as set out in section 477, 479A or 480 of the Companies Act 2006, and for deciding whether the exemption can be claimed that year.

1.1.7. You are responsible for ensuring that the company complies with the laws and regulations that apply to its activities, and for preventing non-compliance and detecting any that occurs.

1.1.8. You have undertaken to make available to us, as and when required, all the company’s accounting records and related financial information and explanations, including minutes of management, shareholders’ and directors’ meetings, that we need to do our work. This is required to be confirmed in the directors’ report along with an acknowledgement that the financial statements have been prepared on an appropriate accounting basis.

1.1.9. If financial information is published — on the company’s website or by other electronic means — which includes a report by us or otherwise associated with us, you must inform us of the electronic publication and get our consent before it occurs and ensure that it presents the financial information and accountants report properly. We have the right to withhold consent to the electronic publication of our report or the financial statements if they are to be published in an inappropriate manner.

1.1.10. It is your responsibility to set up controls to prevent or detect quickly any changes to electronically published information. We are not responsible for reviewing these controls or for keeping the information under review after it is first published. You are responsible for the maintenance and integrity of electronically published information, and we accept no responsibility for changes made to any information after it is first posted.

1.2. Our responsibilities as accountants

1.2.1. You have asked us to help you prepare the financial statements in accordance with the requirements of the Companies Act 2006, and for preparing accounts for filing with the Registrar of Companies as well as to enable profits to be calculated to meet the requirements of current tax legislation and to provide sufficient and relevant information to complete a tax return. We will compile the financial statements for your approval based on the accounting records that you maintain, the information and explanations that you give us and in accordance with FRS102 Section 1A, the accounting framework agreed and applicable to you.

1.2.2. We will plan our work on the basis that no report on the financial statements is required by statute or regulation for the year, unless you inform us in writing to the contrary. We will make enquiries of management and undertake any procedures that we judge appropriate but are under no obligation to perform procedures that may be required for assurance engagements such as audits or reviews.

1.2.3. You have told us that the company is exempt from an audit of the financial statements. We will not check whether this is the case. However, if we find that the company is not entitled to the exemption, we will inform you.

1.2.4. Our work will not be an audit of the financial statements in accordance with International Standards on Auditing (UK), so we will not be able to provide any assurance that the accounting records or the financial statements are free from material misstatement, whether caused by fraud, other irregularities or error, or to identify weaknesses in internal controls.

1.2.5. Since we will not carry out an audit, or confirm in any way the accuracy or reasonableness of the accounting records, we cannot provide any assurance whether the financial statements that we prepare from those records will present a true and fair view.

1.2.6. We will advise you on whether your records are adequate for preparation of the financial statements and recommend improvements on anything we come across during the course of our work.

1.2.7. We have a professional duty to compile financial statements that conform with generally accepted accounting principles from the accounting records and information and explanations given to us. The accounting policies on which the financial statements have been compiled will be disclosed in the notes to the financial statements and will be referred to in our accountants’ report. We will not compile financial statements if the accounting principles, or the accounting policies selected by management, are inappropriate.

1.2.8. We also have a professional responsibility not to allow our name to be associated with financial statements which we believe may be misleading. Therefore, although we are not required to search for such matters, if we become aware, for any reason, that the financial statements may be misleading, we will discuss the matter with you with a view to agreeing appropriate adjustments and/or disclosures in the financial statements. In circumstances where the adjustments and/or disclosures that we consider appropriate are not made, or if we are not provided with appropriate information and, as a result, we consider that the financial statements is misleading, we will withdraw from the engagement.

1.2.9. As part of our normal procedures, we may ask you to confirm in writing any information or explanations given to us orally during our work.

1.2.10. You have instructed us to convert the financial statements into the iXBRL (inline eXtensible Business Reporting Language) format which is required by HMRC. We will use professional software to create the tagged financial statements and you therefore agree that we can process any standard data tags without your prior approval, only referring back to you for any non-standard or judgemental areas. It remains your legal responsibility to provide the information in the iXBRL format and we will therefore issue a tagging report for your approval.

1.3. Form of the accountants’ report.

1.3.1. We will report to the Board of Directors as appropriate that, in accordance with this engagement letter and to assist you to fulfil your responsibilities, we have not carried out an audit but have compiled the financial statements from the accounting records and from the information and explanations supplied to us. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s Board of Directors, as a body for our work or for this report. If you wish to share this report with third parties, before doing so, you must discuss this with us, receive our consent and follow any stipulated conditions.

PART 2 A – PREPARATION AND MAINTENANCE OF ACCOUNTING RECORDS

SCHEDULE OF SERVICES

This schedule should be read in conjunction with the engagement letter and the terms of business.

1. RESPONSIBILITIES AND SCOPE FOR ACCOUNTING SERVICES

1.1. Your responsibility for the provision of information

1.1.1. You have undertaken to make available to us, as and when required, all the accounting records and related financial information, including minutes of management meetings, which we need to do our work. You will provide us with all information and explanations relevant to the purpose, preparation and maintenance of the accounting records, and you will disclose to us all relevant information in full.

1.1.2. You are responsible for ensuring that, to the best of your knowledge and belief, financial information, whether used by the business or for the accounting records, is accurate and complete. You are also responsible for ensuring that the activities of the business are conducted honestly, and for safeguarding the assets of the business and for taking reasonable steps to prevent and detect fraud and other irregularities.

1.1.3. You are responsible for ensuring that the business complies with the laws and regulations that apply to its activities, and for preventing non-compliance and detecting any that occurs.

1.2. Preparation and maintenance of accounting records

Our responsibilities

1.2.1. We have agreed to carry out the following accounting and other services on your behalf:

1. write up the accounting records of the company and;

2. complete the postings to the nominal ledger.

3. prepare quarterly management accounts based on information provided

Your responsibilities

1.2.2. You have agreed that your staff will:

1. keep the records of receipts and payments;

2. reconcile the balances monthly with the bank statements;

3. post and balance the purchases and sales ledgers; and

4. extract a detailed list of ledger balances.

PART 2 B – PERSONAL TAX – INDIVIDUALS, SOLE TRADERS AND COUPLES

SCHEDULE OF SERVICES

This schedule should be read in conjunction with the engagement letter and the terms of business.

1. RESPONSIBILITY AND SCOPE FOR PERSONAL TAX SERVICES

1.1. Recurring compliance work

1.1.1. 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 evidenced approval, we will submit your returns to HM Revenue & Customs (HMRC).

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

1.1.3. We will calculate your income tax, national insurance contributions (NIC) and any capital gains tax liabilities and tell you how much you should pay and when. 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 have been overpaid.

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

1.1.5. We will review PAYE notices of coding provided to us and advise accordingly.

1.2. Excluded, ad hoc and advisory work

1.2.1. 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. If you instruct 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 may be the subject of a separate engagement letter at our option. Where appropriate, we will agree with you a separate fee for any such work you instruct us to undertake. Examples of such work that you may wish to instruct us to undertake include:

1. advising on ad hoc transactions (for example the sale of assets);

2. advising on preparing accounts on the cash basis and helping you to make the requisite election;

3. dealing with any enquiry opened into your tax return by HMRC;

4. preparing any amended returns which may be required and corresponding with HMRC as necessary;

5. advising on the rules relating to and assisting with registration for VAT or equivalent non-UK taxes; and

6. advising on tax credits and universal credit; these are, in effect, social security benefits, and your entitlement or otherwise will depend not only on your own circumstances but also on those of your household; we would require all relevant information to advise in this area.

1.2.2. If specialist advice is required, we may need to seek this from, or refer you to, appropriate specialists.

1.3. Changes in the law, in practice or in public policy

1.3.1. 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, practice, public policy or in your circumstances.

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

1.4. Your responsibilities

1.4.1. You are legally responsible for:

1. ensuring that your self-assessment tax returns are correct and complete;

2. filing any returns by the due date; and

3. paying tax on time.

Failure to do any of the above may lead to penalties and/or interest.

1.4.2. 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 correct and complete before approving them..

1.4.3. You are no less responsible for errors in unapproved returns, submitted on the basis of the information provided to and processed by us, than if you had confirmed your approval of the returns.

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

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

2. to provide all information necessary for dealing with your affairs; we will rely on the information and documents being true, correct and complete and will not audit the information or those documents;

3. to authorise us to approach such third parties as may be appropriate, for information that we consider necessary to deal with your affairs; and

4. to provide us with information in sufficient time for your tax return to be completed and submitted by the due date following the end of the tax year; to do this, we need to receive all relevant information by 30th September; if feasible, we may agree to complete your return within a shorter period but may charge an additional fee for so doing. We will advise you if this is the case at the time.

1.4.5. 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, please tell us so that we can assess its significance.

1.4.6. HMRC will send you an agent authorisation code which expires within 30 days of issue. Please send this to us as soon as you receive it. This code will enable us to register as your agent with HMRC. We enclose an HMRC form 64-8 for you to sign and return to us for submission to HMRC. This authorises HMRC to communicate with us as your agent, although they consider that you should still take ‘reasonable care’ over your tax affairs.

1.4.7. You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC, in sufficient time to enable us to deal with them as may be necessary within the statutory time limits. Although HMRC have the authority to communicate with us when form 64-8 has been submitted, it is still essential that you let us have copies of any correspondence received, because HMRC are not obliged to send us copies of all communications issued to you.

PART 2 C – CORPORATION TAX

SCHEDULE OF SERVICES

This schedule should be read in conjunction with the engagement letter and the terms of business.

1. RESPONSIBILITIES AND SCOPE FOR CORPORATION TAX SERVICES

1.1. Recurring compliance work

1.1.1. 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 of the accounts in iXBRL via the Government Gateway for tax purposes.

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

1.1.3. We will provide you with detailed information about the tagging applied for your approval.

1.1.4. We will prepare the company’s corporate tax self-assessment (CTSA) return. After obtaining your evidenced approval and signature, we will submit it to HM Revenue & Customs (HMRC).

1.1.5. 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.

1.1.6. We will tell you how much tax the company should pay and when. Where appropriate, we will initiate repayment claims when tax has been overpaid. We will advise on the interest and penalty implications if corporation tax is paid late.

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

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

1.1.9. 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.

1.2. Excluded, ad hoc and advisory work

1. Advising you on adhoc transactions (for example the sale or purchase of assets);

2. 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;

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

4. advising you on, and preparing analyses of, expenditure and detailed capital allowance claims for renovation of buildings;

5. dealing with any enquiry opened into the company’s tax return by HMRC; and

6. preparing any amended returns which may be required, calculating any related tax liabilities and corresponding with HMRC as necessary.

1.2.2. If specialist advice is required, we may need to seek this from, or refer you to, appropriate specialists.

1.3. Changes in the law, in practice or in public policy

1.4. Your responsibilities

1.4.1. Even though you are engaging us to help you meet your corporation tax obligations, the directors on behalf of the company are legally responsible for:

1. ensuring that the CTSA return (including XBRL tags and iXBRL file) and any other returns submitted are correct and complete;

2. filing any returns by the due date; and

3. paying tax on time.

Failure to do any of the above may lead to penalties and/or interest.

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

1.4.3. You are no less responsible for errors in unapproved returns, submitted on the basis of the information provided to and processed by us, than if you had confirmed your approval of the returns.

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

1. to provide us with approved accounts for the company;

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

3. 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;

4. 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;

5. to provide us within 6 months of the end of the company’s financial year end with information in sufficient time for the company’s CTSA return to be completed and submitted by the due date following the end of the tax year; if feasible, we may agree to complete your return within a shorter period but may charge an additional fee for so doing;

6. 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; and

7. 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 within three months of the end of the relevant accounting period.

1.4.5. 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, please tell us so that we can assess its significance.

1.4.7. You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC, in sufficient time to enable us to deal with them as may be necessary within the statutory time limits. Although HMRC have the authority to communicate with us when form 64-8 has been submitted, it is essential that you let us have copies of any correspondence received, because HMRC are not obliged to send us copies of all communications issued to you.

1.4.8. You are responsible for monitoring the monthly turnover to establish whether the company is liable to register for VAT, if it is not already registered. If you do not understand what you need to do, please ask us. If the company turnover exceeds the VAT registration threshold, and you wish us to assist in notifying HMRC of the company’s obligation to be VAT registered, we will be pleased to assist in the VAT registration process. You should notify us of your instructions to act in relation to the company’s VAT registration in good time to enable a VAT registration form to be submitted within the time limit of one month following the month in which the current VAT registration turnover threshold was exceeded. We will not be responsible if we are not notified in time and a late registration penalty is incurred.

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

1.4.10. 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 what 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.

1.5. Groups and consortia

1.5.1. In relation to groups of which your company is a member, and in respect of which you have instructed us to act, if instructed, we will provide the following additional services:

1. we will advise on the tax treatment of intra-group payments of dividends, interest and royalties and similar liabilities.

2. in respect of dividends, interest, and royalties received, we will advise on the applicability of the relevant double-tax treaty to the withholding tax rate, and assist with obtaining a UK certificate of tax residence. For dividends, if relevant, we will make any necessary election to tax the dividends in the UK in order to obtain treaty relief.

1.5.2. We will deal with all communications relating to elections addressed to us by HMRC.

1.5.3. If instructed, in respect of claims for group and consortium relief:

a) we will advise as required on claims for group and consortium relief and the interaction with other reliefs;

b) we will prepare and submit to HMRC appropriate claims;

c) we will adjust corporation tax computations and returns to reflect the surrender and receipt of group and consortium reliefs;

d) we will prepare and submit to HMRC necessary documentation regarding the allocation of losses via group relief and the annual loss allowance

e) we will advise on arrangements for the payment of tax and the surrender and set-off of tax refunds within the group; and

f) we will advise on claiming eligible unrelieved foreign tax (EUFT) or the surrender of any amount of EUFT.]

1.5.4. If instructed, in respect of intragroup payments of interest:

a) we will advise on withholding tax obligations;

b) for cross-border payments we will prepare and submit to HMRC applications to account for no or a reduced amount of withholding tax under the EU Interest and Royalty directive and double-tax treaties, as applicable;

c) where withholding tax is due, we will complete form CT61 and advise on payment; and

d) we will adjust corporation tax computations and returns to reflect interest payments and associated withholding tax, if any.

1.5.5. If instructed, in respect of intragroup payments of royalties and similar liabilities:

a) we will advise on withholding tax obligations;

b) where withholding tax is due, we will complete form CT61 and advise on payment;

c) we will adjust corporation tax computations and returns to reflect royalty and similar payments and associated withholding tax, if any, and make such additional disclosures in form CT600-H as are appropriate.

1.6. Your responsibilities

1.6.1. If a parent company is required to prepare both individual and group accounts and it is required to file both of these as part of its online company tax return, you accept full responsibility for the existence, accuracy, consistency and completeness of XBRL tagging within the accounts and to file the individual accounts as an iXBRL document with the relevant XBRL tags embedded.

1.6.2. Where applicable, we will need to be authorised to contact other group member accountants to ensure that all necessary information and explanations are available. It is the responsibility of the parent company directors to ensure that such information and explanations are correct and complete.

PART 2 D – PAYROLL SERVICES

SCHEDULE OF SERVICES

This schedule should be read in conjunction with the engagement letter and the terms of business.

1. RESPONSIBILITIES AND SCOPE FOR PAYROLL SERVICES

1.1. Recurring compliance work

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

1. calculating the pay as you earn (PAYE) income tax deductions, including at the Scottish and Welsh rate of income tax, if applicable;

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

3. calculating the employer’s NIC liabilities;

4. calculating statutory payments, for example, statutory sick pay and/or statutory maternity pay;

5. calculating reclaims of statutory payments, for example, maternity payments

6. calculating employee and employer pension contributions for employees who are members of workplace pension schemes (including those who are auto-enrolled) on the basis of the information that you provide to us;

7. processing any employee and employer pension contribution refunds through the payroll on the basis of the information that you provide to us;

8. calculating other statutory and non-statutory deductions [including employment allowance, apprenticeship levy]; and

9. submitting information online to HMRC under Real Time Information (RTI) for PAYE.

1.1.2. Before the time of payment through the payroll or due date, we will prepare and send to you the following documents for delivering information to HMRC:

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

2. Full Payment Submission (FPS) for taxable pay for each employee;

3. a payslip for each employee;

4. a form P45 for each leaver;

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

6. a workplace pension contributions report showing i) any employee and employer 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; ii) any employee pension contribution refunds payable to any employee; and iii) any employer pension contribution refunds due to you for any employee who has ceased membership of the scheme(s).

1.1.3. We will submit FPS online to HMRC after the data to be included therein has been approved/on the basis of the data provided by you. (FPS must normally reach HMRC on or before the contractual payday, ie, the date that employees are entitled to be paid). You must ensure the data provided to us is complete and accurate and your attention is drawn to your legal responsibilities as set out below.

1.1.4. For each tax month we will prepare, if 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 that PAYE scheme and apprenticeship levy payable to date] and confirmation that no payments were, or will be, made to employees during that tax month or for future tax months.)

1.1.5. We will submit EPS online to HMRC [after the data to be included therein has been approved/on the basis of the data provided] by you. (EPS 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 below.

1.1.6. At the end of the tax year we will:

1. prepare the final FPS (or EPS) and submit this to HMRC after the data to be included therein has been approved/on the basis of the data provided by you; (the due date for submitting final FPS is on or before the last contractual payday of the tax year, failing which, the final 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 below;

2. prepare and send to you Form P60 for each employee on the payroll at the year-end so you can give them to employees by the statutory due date of 31 May following the end of the tax year;

3. give you details of the Class 1A NIC on expenses accounted for in the payroll which will need to be accounted for on form P11D(b) and the due date for payment;

1.1.7. We will deal with any online secure messages sent to us by HMRC in respect of your payroll, for example, code number notifications, student loan repayment notices, and generic notification notices.

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

1.1.9. Any enquiries from individual employees regarding their pay or other payroll details will be referred back to [you] [our contact named in 1.4.4 below].

1.2. Excluded, ad hoc and advisory work

1.2.1. 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. If you instruct 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 may be the subject of a separate engagement letter at our option. Where appropriate, we will agree with you a separate fee for any such work you instruct us to undertake. Examples of such work that you may wish to instruct us to undertake include:

1. work in connection with workplace pension schemes other than that detailed above including helping with setting up and administering workplace pension schemes, including referring you to appropriate specialists where necessary;

2. [agreeing with you which employer-provided benefits-in-kind will be processed through the payroll and for which employees, processing through the payroll cash equivalent notional amounts on employee benefits-in-kind, notifying HMRC of in-year changes, advising you on the payment of associated Class 1A NIC, preparing and submitting return P11D(b) and notifications to employees;]

3. preparing and submitting returns P11D and P11D(b) for employee benefits-in-kind and expenses and advising on the payment of associated Class 1A NIC (such work, if undertaken, is covered in a separate schedule of services);

4. dealing with any compliance check or enquiry by HMRC into the payroll data submitted and corresponding with HMRC as necessary;

5. preparing and submitting any amended returns or data for previous tax years;

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

7. conducting PAYE, and benefits and expenses health checks;

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

9. advising on ad hoc transactions, for example, termination payments to employees.

1.2.2. If specialist advice is required, we may need to seek this from, or refer you to, appropriate specialists.

1.3. Changes in the law, in practice or in public policy

1.4. Your responsibilities

1.4.1. Even though you are engaging us to help you meet your payroll obligations, you are legally responsible for:

1. ensuring that the data in your payroll submissions is correct and complete;

2. complying with auto-enrolment obligations;

3. making any submissions by the due date; and

4. paying tax and NIC on time.

Failure to do any of the above may lead to penalties and/or interest.

1.4.2. Employers cannot delegate these legal responsibilities to others. You agree to check that submissions we have prepared for you are correct and complete before approving them.

1.4.3. You are no less responsible for errors in unapproved returns, submitted on the basis of the information provided to and processed by us, than if you had confirmed your approval of the returns.

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

1. that all information required to be delivered online is submitted on the basis of full disclosure;

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

3. to agree with us the name(s) of the person(s) authorised by you to notify us of changes in employees and in rates of pay and other information relevant to the services provided under this schedule; we will process the changes only if notified by that/those individual(s);

4. to advise us in writing of changes of payroll pay dates;

5. to notify us at least 5 working days or such other period as agreed with us before the payroll pay date of all transactions or events which 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, their start date and starter form) and details of their remuneration package;

· for employees who are active pension scheme members, name of pension scheme, pensionable pay, employee and employer contribution rates, dates from/to which contributions and qualifying earnings payable;

· names and dates of birth of all apprentices aged under 25;

· names and dates of birth of all employees aged under 21;

· all changes to remuneration packages;

· employee expenses which need to be included in payroll to account for either income tax or Class 1 NIC or both;

· expenses for each employee if the expense is to be reimbursed gross through payroll as an addition to net pay;

· information necessary to enable us to calculate statutory payments, ie, statutory sick pay, statutory maternity pay, statutory adoption pay, statutory paternity pay, statutory shared parental pay;

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

· all leavers, their leaving date, termination payments, and any payments made after the leaving date.

6. to notify us within 5 working days of your receiving or becoming aware of any opt-out notices or any other requests to cease membership of a scheme, so that we can cease to calculate any relevant pension contributions and process any required refunds;

7. to register with HMRC in advance of the tax year, to notify which benefits-in-kind are to be payrolled for which employees, and to notify in-year changes to HMRC (as agents, we cannot do this);

8. to keep us informed of changes in circumstances that could affect the payroll; if you are unsure whether a change is material, please tell us so we can assess its significance;

9. to authorise us to approach such third parties as may be appropriate, for information that we consider necessary to deal with your payroll; [and]

10. [to approve:

· in-year and final FPS by at least 3 working days before contractual pay dates so that they can be submitted on or before payday, or as agreed with us;

· in-year and final EPS by at least 7 days before the 19th of the month following the tax month;

· earlier year updates (EYU) within 7 days of notifying you of the data therein.

1.4.5. If we do not hear from you by the above deadlines, subject to any other agreement between us, we will take your silence as your approval for us to submit the return.

1.4.6. 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 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 for work carried out in a shorter time period.

1.4.7. If you require us to make a correction after the FPS or EPS has been submitted, you will let us know as soon as possible and, ideally, before the next payroll run. This will be subject to a separate fee of £50.

1.4.8. HMRC will send you an agent authorisation code which expires within 30 days of issue. Please send this to us as soon as you receive it. This code will enable us to register as your agent with HMRC. We enclose an HMRC form 64-8 for you to sign and return to us for submission to HMRC. This authorises HMRC to communicate with us as your agent, although they consider that you should still take ‘reasonable care’ over your tax affairs.

1.4.9. You will forward to us any communications received from HMRC, in sufficient time to enable us to deal with them as may be necessary within the requisite time limits. Although HMRC has the authority to communicate with us when form 64-8 has been submitted, it is essential that you let us have copies of any correspondence received, because HMRC are not obliged to send us copies of communications issued to you and, in most cases, will not do so. You should also keep a note of any telephone communication you have with HMRC’s tax credits helpline, including the date and time of the call, and the name of the helpline operator(s).

PART 2 E – BENEFITS-IN-KIND RETURNS

SCHEDULE OF SERVICES

This schedule should be read in conjunction with the engagement letter and the terms of business.

1. RESPONSIBILITIES AND SCOPE FOR BENEFITS-IN-KIND RETURN SERVICES

1.1. Recurring compliance work

1.1.1. We will prepare forms P11D as may be required for each employee including directors based on the accounts, information and explanations provided to us on your behalf.

1.1.2. We will prepare form P11D(b) [to include the Class 1A NIC on benefits-in-kind and expenses, both on forms P11D and included in payroll.

1.1.3. We will submit the forms P11D for any benefits/employees for whom benefits are provided but not payrolled with the form P11D(b) after the form P11D(b) has been approved by you.

1.1.4. We will prepare and send to you the P11D information for you to forward to your employees and directors by the statutory due date of 6 July following the end of the tax year.

1.1.5. We will calculate your Class 1A NIC liability on the benefits and expenses [both returned in forms P11D and included in payroll] that you are obliged to pay HMRC by the due date, and send payment instructions to you.

1.2. Excluded, ad hoc and advisory work

1. assisting you with calculating the values for tax and NIC of benefits-in-kind provided to employees, including when provided by way of salary sacrifice and other optional remuneration arrangements;

2. dealing with any compliance check or enquiry by HMRC into the benefits-in-kind returns submitted;

3. preparing any amended returns which may be required and corresponding with HMRC as necessary;

4. advising on PAYE settlement agreements and/or approved expenses scale rates; and

5. conducting PAYE and benefits and expenses health checks.

1.2.2. If specialist advice is required, we may need to seek this from, or refer you to, appropriate specialists.

1.3. Changes in the law, in practice or in public policy

1.4. Your responsibilities

1.4.1. Even though you are engaging us to help you meet your end-of-year benefits-in-kind return obligations, you are legally responsible for:

1. ensuring that your declaration on form P11D(b) is true to the best of your knowledge and belief and therefore that [the entries on the related forms P11D] [and amounts of benefits-in-kind and expenses in the payroll] are correct and complete;

2. filing any returns by the due date after the end of the tax year; and

3. making payment of Class 1A NIC on time.

Failure to do any of the above may lead to penalties and/or interest.

1.4.2. The approver of the return cannot delegate this legal responsibility to others. The approver agrees to check that the forms that we have prepared for you are correct and complete before approving them.

1.4.3. You are no less responsible for errors in unapproved returns, submitted on the basis of the information provided to and processed by us, than if you had confirmed your approval of the returns.

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

1. that all returns are to be made on the basis of full disclosure;

2. to provide full information necessary for dealing with your benefits-in-kind; we will rely on the information and documents being true, correct and complete and will not audit the information or those documents;

3. to notify us by 15th May after the end of the tax year of all transactions or events which may need to be reflected in the forms P11D for the period, including details of all employees during the year and details of their remuneration packages;

4. to authorise us to approach such third parties as may be appropriate that we consider necessary to deal with completing the benefits-in-kind returns; and

5. to approve the returns15th June so they can be submitted on or before the filing deadline of 6 July after the end of the tax year.

If we do not hear from you by the above deadline, subject to any other agreement between us, we will take your silence as your approval for us to submit the returns.

1.4.5. If the information required to complete the benefits-in-kind returns set out above is received later than 15th May after the end of the tax year, we will still endeavour to process the information onto the BiK returns to meet the submission date but we will not be liable for any costs or other losses arising if submission is late. In such circumstances, we may charge an additional fee.

1.4.6. You will forward to us any communications received from HMRC, in sufficient time to enable us to deal with them as may be necessary within the requisite time limits. Although HMRC has the authority to communicate with us when form 64-8 has been submitted, it is essential that you let us have copies of any correspondence received, because HMRC are not obliged to send us copies of communications issued to you and, in most cases, will not do so.

PART 2 F-A – VAT RETURNS

SCHEDULE OF SERVICES

This schedule should be read in conjunction with the engagement letter and the terms of business.

1. RESPONSIBILITIES AND SCOPE FOR VAT RETURN SERVICES

1.1. Recurring compliance work

1.1.1. We will prepare your quarterly UK VAT returns on the basis of the information and explanations supplied by you.

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

1.1.3. We will forward to you the completed return calculations for you to review, before you approve the UK VAT return for onward transmission by you to HMRC.

1.2. Ad hoc and advisory services

a) reconciling VAT outputs with turnover

b) advising on ad hoc transactions

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

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

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

f) making recommendations to you about the use of MOSS (mini one-stop shop) if you supply digital services to consumers in the EU; and

g) providing you with advice on VAT.

1.2.2. If specialist advice is required, we may need to seek this from, or refer you to, appropriate specialists.

1.3. Changes in the law, in practice or in public policy

1.4. Your responsibilities

1.4.1. You are legally responsible for:

a) ensuring that your returns are correct and complete;

b) filing any returns by the due date; and

c) paying tax on time.

Failure to do any of these may lead to penalties, surcharges and/or interest.

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

1.4.3. You are no less responsible for errors in unapproved returns, submitted on the basis of the information provided to and processed by us, than if you had confirmed your approval of the returns.

1.4.4. 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] [reviewed] solely on the basis of the information provided by you and we accept no responsibility for any VAT liabilities arising due to inaccuracies or omissions in the information that 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 14 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; if feasible, we may agree to complete your return within a shorter period but may charge an additional fee for so doing. (EC Sales Lists (21 days) and MOSS returns (20 days) have tighter submission deadlines than the normal UK VAT returns.)

1.4.5. You will keep us informed of material changes in circumstances that could affect your VAT obligations. If you are unsure whether the change is material or not please tell us so that we can assess its significance.

1.4.6. If you are voluntarily registered for VAT we will discuss with you to decide whether it is appropriate for you to enter Making Tax Digital for VAT. Even if you decide to remain outside of Making Tax Digital for VAT, you are still responsible for monitoring your taxable turnover. When your taxable turnover exceeds the VAT registration threshold you will have to start to comply with Making Tax Digital for VAT and we will issue an updated engagement letter.

1.4.7. HMRC will send you an agent authorisation code which expires within 30 days of issue. Please send this to us as soon as you receive it. This code will enable us to register as your agent with HMRC. We enclose an HMRC form 64-8 for you to sign and return to us for submission to HMRC. This authorises HMRC to communicate with us as your agent, although they consider that you should still take ‘reasonable care’ over your tax affairs.

1.4.8. You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC, in sufficient time to enable us to deal with them as may be necessary within the statutory time limits. Although HMRC have the authority to communicate with us when form 64-8 has been submitted, it is essential that you let us have copies of any correspondence received, because HMRC are not obliged to send us copies of all communications issued to you.

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

1.4.10. If you are involved with any other business which is not registered for VAT, you are responsible for monitoring your monthly turnover to establish whether you are liable to register for VAT. If you do not understand what you need to do, please ask us. If you exceed the UK VAT registration threshold, and you wish us to assist you in notifying HMRC of your liability to be VAT registered, you must give us clear instructions to assist you in the VAT registration process. You should notify us of your instructions in good time to enable the VAT registration application form to be submitted within the statutory time limit of one month following the month in which you exceeded the VAT registration threshold in force at that time. We will not be responsible if you fail to notify us in time and incur a late registration penalty as a result. The same applies for equivalent non-UK taxes.

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

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

PART 2 F-B –VAT RETURNS (MAKING TAX DIGITAL (MTD) FOR VAT)

SCHEDULE OF SERVICES

This schedule should be read in conjunction with the engagement letter and the terms of business.

1. RESPONSIBILITIES AND SCOPE FOR VAT RETURN SERVICES

1.1. Initial registration

1.1.1. We will sign you up for MTD for VAT. This may result in changes that may include changes to deadlines. You will complete HMRC’s sign up process to enable submission of your VAT return.

1.1.2. You will need to authorise us as an agent on the HMRC portal using your Business Tax Account. This is completed online and you will need your government gateway ID. This authorises HMRC to communicate with us as your agent, although they consider that you should still take ‘reasonable care’ over your tax affairs.

1.2. Recurring compliance work

1.2.1. We will prepare your MTD for VAT returns on a quarterly basis.

1.2.2. We will not check the digital accounting records which you keep to meet the requirements of MTD for VAT and which you provide to us for preparation of the MTD for VAT returns. You may be required to provide us with your data digitally and we will tell you if/ when that is the case. If your software is incompatible with ours we will agree with you an appropriate solution which might include the use of alternative third party functionally compatible software and/or a spreadsheet(s) which satisfy the statutory requirement for digital linkage. Where your digital records are incompatible with our software we may require an additional fee. You must also provide us with confirmation that your digital records are complete and accurate.

1.2.3. We will prepare your quarterly UK VAT returns on the basis of the information and explanations supplied by you.

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

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

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

1.2.7. We are not responsible for considering or applying for any of the exemptions from MTD for VAT. However, if you feel that you are eligible for exemption, please let us know. We are happy to discuss this and may correspond to HMRC on your behalf if needed, or we can guide you on whom you should contact for this. This may be subject to an additional fee.

1.2.8. We will advise you of any relaxations applicable in relation to the digital records of supplies made and received. Where the requirements are impossible, impractical or unduly onerous we will seek to reach agreement with HMRC on specific relaxation. This may be subject to an additional fee.

1.2.9. We will submit the MTD for VAT return data online to HMRC on the basis of the data provided, by you

1.2.10. 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.

1.3. Ad hoc and advisory services

1.3.1. 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. If you instruct 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 may be the subject of a separate engagement letter at our option. Where appropriate, we will agree with you a separate fee for any such work you instruct us to undertake. Examples of such work that you may wish to instruct us to undertake include:

a) reconciling VAT outputs with turnover

b) advising on ad hoc transactions

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

d) dealing with all communications relating to your MTD for VAT returns addressed to us by HMRC or passed to us by you;

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

f) making recommendations to you about the use of VAT MOSS (mini one-stop shop) if you supply digital services to consumers in the EU; and

g) providing you with advice on VAT.

h) work required to rectify the position where your software is incompatible with our software

i) reviewing your record keeping processes and providing advice on potential improvements to enable compliance with the MTD for VAT requirements, including digital links for the transfer of data between different software.

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

1.3.2. If specialist advice is required, we may need to seek this from, or refer you to, appropriate specialists.

1.4. Changes in the law, in practice or in public policy

1.4.1. 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, practice or public policy or in your circumstances.

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

1.5. Your responsibilities

1.5.1. You are legally responsible for:

a) ensuring that your returns are correct and complete and in an appropriate digital format and capture the appropriate level of data;

b) ensuring your record keeping is compliant with the new requirements for the digital recording and transfer of data

c) filing any returns by the due date; and

d) paying VAT on time.

Failure to do any of these may lead to penalties, surcharges and/or interest.

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

1.5.3. You are no less responsible for errors in unapproved returns, submitted on the basis of the information provided to and processed by us, than if you had confirmed your approval of the returns.

1.5.4. Where we are keeping your digital accounts records, you are responsible for providing us with the following information required for us to prepare the records:

· Access to your accounting records

· Sale invoices

· Purchase invoices

· Bank statements

· Details of bank and cash payments

· Details of bank and cash receipts

· Stock and work-in-progress details

We have also agreed that you will provide the following:

· A record of the amounts owed to the business

· A record of amounts owed by the business

· A list of accruals

· A list of prepayments

· Private use adjustments

1.5.5. 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 and that all digital links are in the manner prescribed; 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, omissions or breakdowns in digital links concerning the information that 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

e) to inform us that you have made the tax payment based on your calculated return

1.5.6. You will keep us informed of material changes in circumstances that could affect your VAT obligations. If you are unsure whether the change is material or not please tell us so that we can assess its significance.

1.5.7. You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC, in sufficient time to enable us to deal with them as may be necessary within the statutory time limits. Although HMRC has the authority to communicate with us when form 64-8 or online authorisation has been submitted, 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.

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

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

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

PART 3

1. CORPORATE SERVICES

1.1. Company secretarial

1.1.1. A private company is required to file its financial statements at Companies House within nine months of the year end. The company will be liable to a fine if it fails to do so. We accept no responsibility for fines or regulatory action taken against the directors if the statutory financial statements are not available for filing.

1.1.2. We have agreed to act as your agent, and to:

1. submit the financial statements to the Registrar of Companies;

2. complete and submit the company’s confirmation statement;

3. complete and submit any other forms which are required by law to be filed at Companies House, provided that you keep us fully informed of any relevant changes or events which are required to be notified to Companies House, within one week of the change or event; and

4. maintain the statutory books.

2. CONSULTANCY

2.1. Further assistance we can provide

2.1.1. There are many other areas in which we can be of assistance, and we will be pleased to discuss any matters with you. These other services include:

5. advice on financial matters;

6. management accounting, including such matters as cash flow statements, costing systems, etc, and advice on management;

7. advice on the selection and implementation of computer systems;

8. investigations for special purposes, eg, acquisitions of other businesses or examination of specific aspects of your business; and

9. advice on the selection and recruitment of staff.

PART 4 – TERMS OF BUSINESS

May 2024

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

1. Applicable law & JURISDICTION

1.1. Our engagement letter, the schedules of services and our standard terms and conditions of business are governed by and shall be interpreted in accordance with English law.

1.2. 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 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.

2. Client identification

2.1. As with other professional services businesses, 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.

3. Clients’ money

3.1. 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 our funds. The account will be operated, and all funds dealt with, in accordance with ICAEW’s Clients’ Money Regulations.

3.2. 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 has remained untraced for five years, or we as a business cease to practise, we may pay those monies to a registered charity.

4. Commissions or other benefits

4.1. 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.

4.2. If this happens, we will notify you in writing within 7 days 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.

4.3. If in the future, abnormally large commissions (for example more than £500) are received which were not envisaged when the engagement letter was signed, we will obtain specific consent to the retention of those commissions.

5. Confidentiality

5.1. 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, subject to clause 5.2.

5.2. You acknowledge and agree that we may disclose your confidential information (i) where required by law (ii) where we are under a duty to do so under our professional Code of Ethics, unless prohibited by law (iii) to our directors and employees and to our holding, subsidiary, associated and connected companies together with their directors and employees where such disclosure is required for the purpose of providing services to you or for administrative, fraud prevention or risk management purposes.

5.3. 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.

5.4. 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.

5.5. 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.

5.6. 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.

5.7. This applies in addition to our obligations on data protection in section 7.

6. Conflicts of interest

6.1. 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.

6.2. 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 ICAEW’s Code of Ethics, which can be viewed at icaew.com/regulation/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.

7. Data Protection

7.1. In this clause 7, the following definitions shall apply:

Client Personal Data means any Personal Data which is 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;

Data Protection Legislation means the Data Protection Act 2018, the retained UK General Data Protection Regulation (EU 2016/679), and all other laws relating to the processing of personal data and the privacy of electronic communications in the United Kingdom, as amended, replaced or updated from time to time; and

Controller, Data Subject, Personal Data, and Process have the meanings given to them in the Data Protection Legislation.

7.2. 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.

7.3. You shall only disclose Client Personal Data to us where:

a) 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 aviso.services/privacy-policy for this purpose);

b) 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

c) you have complied with the necessary requirements under the Data Protection Legislation to enable you to do so.

7.4. Should you require any further details regarding our treatment of Personal Data, please contact our Data Protection Officer on 01305 233177 or by emailing info@aviso.services

7.5. We shall only Process Client Personal Data:

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

b) in order to comply with our legal or regulatory obligations; and

c) 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 at aviso.services/privacy-policy contains further details as to how we process Client Personal Data.

7.6. For the purpose of providing our services to you, we may disclose the Client Personal Data within our group of companies, to our regulatory bodies or other third parties (for example, our professional advisors or service providers). The third parties to whom we disclose such Client Personal Data may be located outside of the UK or European Economic Area (EEA). We will only disclose Client Personal Data to a third party (including a third party outside of the UK or EEA) provided that the transfer is undertaken in compliance with the Data Protection Legislation.

7.7. 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 of ownership happens to our business, then the new owners may use our Client Personal Data in the same way as set out in these terms.

7.8. 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.

7.9. 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:

a) we receive a request, complaint or any adverse correspondence from or on behalf of a relevant Data Subject, to exercise their rights under the Data Protection Legislation or in respect of our processing of their Personal Data;

b) 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

c) 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.

7.10. 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.

8. Disengagement

8.1. 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.

9. Electronic and other communication

9.1. 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 virus checking emails and any attachments.

9.2. 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.

9.3. 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.

10. Fees and payment terms

10.1. 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 advice we provide, as well as the level of risk.

10.2. 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. 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. Indicative hourly charge-out rates are as follows:

· Partner £200

· Manager £60

· Assistant £40

Rates are subject to review and are normally increased on 1st January. The above rates are for 2024.

10.3. If 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.

10.4. 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.

10.5. We will bill monthly and our invoices will be due for payment within 14 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.

10.6. 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.

10.7. 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.

10.8. We reserve the right to charge interest on late paid invoices at the rate of 8% above the Bank of England base rate together with late payment compensation 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.

10.9. 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.

10.10. 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.

11. Help us to give you the best service

11.1. 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 one of our directors.

11.2. 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 letter within five business days of its receipt and endeavour to deal with your complaint within eight weeks.

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

12. Intellectual property rights and use of our name

12.1. 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.

12.2. 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.

13. Interpretation

13.1. 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.

14. Internal disputes within a client

14.1. If we become aware of a dispute between the parties who own the business or who are in some way involved in its ownership and management, it should be noted that our client is the business 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.

14.2. If conflicting advice, information or instructions are received from different directors in the business, we will refer the matter back to the board of directors and take no further action until the board has agreed the action to be taken.

15. Investment advice & INSURANCE DISTRIBUTION

15.1. 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.

16. Lien

16.1. 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.

17. Limitation of third party rights

17.1. 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.

17.2. 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.

18. Period of engagement and termination

18.1. 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.

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

18.3. 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.

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

19. Professional rules and statutory obligations

19.1. We will observe and act in accordance with the Bye-laws, regulations and Code of Ethics of ICAEW 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 or online at icaew.com/regulation.

20. Quality control

20.1. 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 principal and staff.

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

21. Reliance on advice

21.1. 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.

21.2. 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.

22. Retention of papers

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: five years and 10 months after the end of the tax 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 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.

23. The Provision of Services Regulations 2009

23.1. Our professional indemnity insurer is HCC International Insurance Company plc, of c/o Sutton Winson Limited, Greenacre Court, Station Road, Burgess Hill, West Sussex RH15 9DS. 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.

24. Timing of our services

24.1. 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.