Standard Terms of Business

Applicable law

Our Engagement Letter, the Schedules of Service and these Terms of Business are governed by and shall be construed in accordance with English law. Each party agrees that the courts of England and Wales shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement and any matter arising from it.

Each party irrevocably waives any right to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.

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 the 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.

Client identification and anti-money laundering

Insights Accounting Ltd is registered with ICAEW for anti-money laundering supervision under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 as amended (the "MLR 2017").

We are required to verify the identity of all clients before accepting an engagement and on an ongoing basis. 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 or continue the engagement.

Any personal data received from you to comply with our AML obligations will be processed only for the purposes of preventing money laundering or terrorist financing, unless use of the data is otherwise permitted by law or by your consent.

If you undertake business that requires you to be supervised under the MLR 2017 — for example if you accept or make high-value cash payments of €10,000 or more (or equivalent in any currency) — you should notify us.

Confidentiality

We confirm that if you give us confidential information we will, at all times during and after this engagement, keep it confidential, except as required by law, regulation, or our professional obligations, including our obligations under the MLR 2017 described above.

You agree that, if we act for other clients who are or who become your competitors, 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. These may include separate engagement teams, physical separation of files and restricted access to electronic records.

We may, on occasion, subcontract work on your affairs to other qualified accounting or tax professionals or to our outsourced delivery partners. Any subcontractors will be bound by confidentiality terms equivalent to those applied to our own staff. Where subcontracting occurs we will inform you, except where your data will not be transferred outside our systems and the subcontractor is subject to equivalent confidentiality obligations.

Conflicts of interest

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. If a conflict arises which cannot be managed appropriately, we will be unable to continue to act for you in the relevant matter.

Where a conflict is capable of being managed by appropriate safeguards, we will put those safeguards in place and will be guided by the ICAEW Code of Ethics in doing so. You agree that, subject to those safeguards and our confidentiality obligations, we reserve the right to act for other clients whose interests may compete with or be adverse to yours.

Data protection

Insights Accounting Ltd acts as an independent data controller in respect of your personal data processed in the course of providing our services. We comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

We will only process personal data for the purpose of providing our services, complying with our legal and regulatory obligations, and where we have a legitimate interest that is not overridden by your rights.

Where we use cloud-based services or engage subcontractors who process personal data on our behalf, we ensure appropriate data processing agreements are in place, and that any international transfers comply with UK GDPR requirements.

In the event of a personal data breach that is likely to result in a risk to your rights and freedoms, we will notify the Information Commissioner's Office within 72 hours and will notify you without undue delay where required to do so.

Fees and payment terms

Our fees are agreed with you in advance and set out in our Engagement Letter or Proposal. Our fees reflect the nature and complexity of the work, the skill and responsibility involved, and the value to you of the advice provided. We operate on a fixed-fee basis for recurring compliance work wherever possible.

Where additional work arises outside the agreed scope, we will notify you and agree a revised or additional fee before proceeding. We will not carry out unscoped work without your express agreement.

• Invoices are due for payment within 14 days of the invoice date unless otherwise agreed.
• Our fees are exclusive of VAT, which will be added at the prevailing rate where chargeable. Our VAT registration number is GB 512675301.
• We reserve the right to charge interest on late-paid invoices at 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998, calculated from the due date until the date of payment.

Where payment has not been received and we have issued a written reminder, we reserve the right to suspend our services, withhold work product and documents, and ultimately to terminate the engagement. We will exercise these rights only where it is reasonable to do so.

If you dispute an invoice, you must notify us in writing within 14 days of receipt, setting out the grounds for your dispute. Failure to notify within this period will be treated as acceptance that the invoice is due and payable.

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 giving us instructions on behalf of the client.

Lien on papers and documents

Insofar as we are permitted to do so by law and by our professional obligations, 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 have been paid in full.

The purpose of exercising a lien is to encourage prompt settlement and not to cause detriment in cases of genuine fee disputes. Where there is a genuine dispute over fees, we will follow a reasonable process for resolution before exercising any lien.

Limitation of liability

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

We will not be liable for losses caused by:

• The acts or omissions of any other person
• The provision to us of incomplete, misleading or false information
• A failure to act on our advice
• A failure to provide us with relevant information

The advice and information we provide is for your sole use and not for any third party to whom you may communicate it, unless we have expressly agreed in writing that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the Engagement Letter is not addressed, for any advice or information produced as part of our work for you.

A party to this agreement is the only person who has the right to enforce any of its terms. No rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.

Electronic and other communication

Unless you instruct us otherwise, we may, where 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.

Electronic communication carries the risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use appropriate technical measures to reduce the risk of viruses and similar items being transmitted electronically. 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.

If you do not wish to accept these risks, please let us know and we will communicate by post. Any communication sent through the postal system is deemed to arrive at your address two working days after the day it was sent.

Retention of papers and records

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.

The statutory minimum retention periods for tax records are as follows:

• Individuals, sole traders, trustees and partners with trading or rental income: five years and ten months after the end of the relevant tax year
• Individuals, trustees and partnerships without trading or rental income: twenty-two months after the end of the relevant tax year
• Companies, LLPs and other corporate entities: six years from the end of the relevant accounting period
• AML/CDD records: five years from the date the business relationship ends

Although certain documents may legally belong to you, we may destroy correspondence and other papers we store electronically or otherwise that are more than seven years old, except documents we consider to be of continuing significance. Please tell us if you wish us to retain any document for a longer period.

Reliance on advice

We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. If we provide oral advice during the course of a meeting or telephone conversation and you wish to rely on it, please ask us to confirm the advice in writing.

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

Professional rules and statutory obligations

We observe and act in accordance with the Bye-laws, Regulations and Code of Ethics of the Institute of Chartered Accountants in England and Wales (ICAEW), including Professional Conduct in Relation to Taxation (PCRT) where applicable. We will accept instructions to act for you on this basis.

When conducting tax work on your behalf, we are required to follow PCRT. To enable us to do so, you are required to be honest with us, to provide complete and accurate information in a timely manner, and to approve all tax returns as correct and complete before submission. We will not submit any return to HMRC without your express approval.

Use of artificial intelligence and software tools

We may use software programmes, artificial intelligence tools, and internal and external search engines in the performance of the services we provide to you. By engaging with us, you consent to our use of such tools, which may include our proprietary Insights AI platform, Xero, and other cloud-based accounting and analysis software.

We will not use AI or software tools in a way that breaches our duty of confidentiality to you. We will use such tools with reasonable care and skill and in accordance with our professional obligations.

Where AI or cloud-based software results in personal data being processed or stored outside the United Kingdom, we will ensure that any such transfer complies with UK GDPR requirements. We will provide details of the relevant jurisdictions on request.

If you do not consent to our use of AI tools in providing services to you, please notify us before signing the Engagement Letter. Declining consent may affect the cost of our services or our ability to act for you.

Disengagement

If we resign, or are asked to resign, from an engagement we will normally issue a Disengagement Letter to ensure that our respective responsibilities are clear and to confirm the date from which we cease to act. Unless we are required by law or regulation to cease work immediately, we will endeavour to agree an orderly transition of your affairs.

If we have had no substantive contact with you for a period of 18 months or more, we may issue a Disengagement Letter to your last known address and thereafter cease to act.

Period of engagement and termination

Our work will begin when we receive your signed Engagement Letter or when we receive implicit acceptance of it by your instructing us to commence work. Unless otherwise agreed, we will not be responsible for periods before that date.

Either party may terminate this agreement by giving not less than 30 days' written notice to the other, except where:

• You fail to cooperate with us or provide complete and accurate information
• We have reason to believe you have provided us or HMRC with misleading information
• Continued engagement would breach our professional obligations or the law
• You become insolvent, bankrupt or enter into any arrangement with creditors
• Payment of fees is significantly overdue and has not been remedied following written notice

In any of the above circumstances we may terminate with immediate effect. Termination will be without prejudice to any rights that have accrued to either party before the date of termination. Fees will remain payable for all work undertaken up to the termination date.

Continuity arrangement

In the event that Andrew Greenwell becomes unable to run the practice through incapacity, death or other unforeseen circumstances, arrangements have been made to ensure continuity of services to clients. Details of the continuity arrangement are available on request.

You will be contacted if such circumstances arise and will be given the option to decline the continuity arrangement and seek alternative representation.

Complaints

We are committed to providing a high-quality service. If at any point you are dissatisfied with any aspect of the service you have received, please contact Andrew Greenwell directly:

We will acknowledge your complaint in writing within five business days of receipt and will endeavour to provide a full response within eight weeks. There is no charge for making a complaint.

If you are not satisfied with our response, or if we have not resolved your complaint within eight weeks, you may refer the matter to ICAEW, Professional Standards Department, Metropolitan House, 321 Avebury Boulevard, Milton Keynes MK9 2FZ (www.icaew.com/complaints).

For consumer clients who entered into the engagement at a distance (for example, by email), you also have the right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 to cancel the engagement within 14 days without giving any reason, provided work has not yet commenced at your request.

Internal disputes within a client

Our client is the business, company, trust or individual named in the Engagement Letter. Where we become aware of a dispute between the parties who own or manage the business, we will not provide information or services to one party without the express knowledge and consent of all parties.

If conflicting instructions are received from different directors, partners or trustees, we will refer the matter back to the relevant governing body and take no further action until agreement has been reached.

Investment and regulated financial services

Investment business is regulated by the Financial Services and Markets Act 2000. If, during the provision of our services to you, you need advice on investments or insurance products, we may need to refer you to a firm authorised by the Financial Conduct Authority, as we are not so authorised.

We are licensed by ICAEW to carry on certain exempt regulated activities complementary to our professional services. Any such activities will be identified and confirmed in our Engagement Letter.

Intellectual property rights and use of our name

We will retain all intellectual property rights in any document, report, template or other material prepared by us during the course of carrying out an engagement, except where the law specifically states otherwise.

You are not permitted to use our name, logo or the name of any of our staff in any statement or document you may issue without our prior written consent, except in documents that, in accordance with applicable law, are required to be made public.

Interpretation and miscellaneous

If any provision of our Engagement Letter or these Terms of Business is held to be void or unenforceable, that provision will be deemed not to form part of the contract and the remaining provisions will continue in full force.

In the event of any conflict between these Terms and the Engagement Letter or service schedules, the relevant provision in the Engagement Letter or schedule will take precedence.

These Terms supersede all previous terms and conditions of business issued by Insights Accounting Ltd.