1. INTRODUCTION

1.1 These terms and conditions set out the general terms under which we undertake our business. The specific conditions relating to particular assignments will be covered in your Engagement Letter and Fee Terms.

2. APPLICABLE LAW

2.1 This engagement letter is governed by, and construed in accordance with, English law. The Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right it may have 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. If any provision in these terms of business or any associated engagement letter, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provisions shall not in any way be affected or impaired.

3. AUTHORISATION AND REGISTRATION

3.1 As required by the Provision of Services Regulations 2009 (SI 2009/2999), we are registered with the Institute of Chartered Accountants in England and Wales as Chartered Accountants and can be found on the register at http://find.icaew.com/ using our firm name and location.

3.2 For the purposes of this engagement, Dolfinblue Accounting is a trading name of Dolfinblue Accounting Limited a company registered in the UK, at The Lewis Building, 35 Bull Street Birmingham, B4 6EQ under company registration number 04227619. Our VAT registration is GB781969861.

4. BRIBERY ACT 2010

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

5. CLIENT MONIES

5.1 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 the firm’s funds. The account will be operated, and all funds dealt with, in accordance the with Clients’ Money regulations of the ICAEW.

5.2 All client monies will be held in an interest-bearing account. To avoid excessive administration, interest will only be paid to you where the amount earned on the balances held on your behalf in any calendar year exceeds £25.00. If the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, then we will put the money in a designated interest-bearing client bank account and pay the interest to you. Subject to any tax legislation, interest will be paid gross.

5.3 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 firm cease to practise then we may pay those monies to a registered charity.

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

6. COMMISSIONS OR OTHER BENEFITS

6.1 In some circumstances, commissions or other benefits may become payable to us in respect of transactions which we arrange for you. Where this happens we will notify you in writing of the amount and terms of payment. The same will apply where the payment is made to or transactions are arranged by a person or business connected with ours.

7. COMMUNICATION

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

7.2 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 through emails or electronic storage devices. However electronic communication is not totally secure, and we cannot be held responsible for damage or loss caused by viruses nor for communications 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 where electronic submission is mandatory.

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

7.4 We may communicate with you electronically and you accept the risks associated with such communications, except anything arising though our negligence or wilful default.

8. CONFIDENTIALITY

8.1 We agree never to share information relating to your business with a third party without prior consent, unless required to do so by law or to comply with regulations or quality control reviews. Likewise, you agree not to use or copy or allow use of the output of the work we do for you with a third party without our prior permission.

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

8.3 We reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.

9. CONFLICT OF INTEREST

9.1 You recognise that we may have to stop providing services to you in the event that a conflict arises between our duties to you and another client. You will notify us if you have any reason to believe that such a conflict has arisen or may arise.

9.2 If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, then we will adopt those safeguards. Where possible this will be done on the basis of your informed consent. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours subject of course to the obligations of confidentiality referred to above.

10. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

10.1 Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

10.2 The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

11. DATA PROTECTION

11.1 With respect to data protection, the following definitions shall apply:

• ‘client personal data’ means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement letter with you;
• ‘data protection legislation’ means all applicable privacy and data protection legislation and regulations including PECR, the GDPR and any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time;
• ‘controller’, ‘data subject’, ‘personal data’, ‘personal data breach’, ‘processor’, ‘process’ and ‘supervisory authority’ shall have the meanings given to them in the data protection legislation;
• ‘GDPR’ means the General Data Protection Regulation ((EU) 2016/679); and
• ‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).

11.2 We shall be considered to be both an independent data controller and a data processor. The first section of this clause refers to our obligations as a Data Controller, the second as a Data Processor.

Data Controller

11.3 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.

11.4 You shall only disclose client personal data to us where:

• 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 dolfinblue.com/privacy/ for this purpose);
• 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
• you have complied with the necessary requirements under the data protection legislation to enable you to do so.

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

11.6 We shall only process the client personal data:

• in order to provide our services to you and perform any other obligations in accordance with our engagement with you;
• in order to comply with our legal or regulatory obligations; and
• where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subjects’ own privacy rights. Our privacy notice (available at www.dolfinblue.com/privacy/) contains further details as to how we may process client personal data.

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

11.8 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.

11.9 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:

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

Data Processor

11.10 We both acknowledge that for the purposes of the data protection legislation, you are the data controller and we are the data processor. Schedule 1 sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject.

11.11 In respect of the client personal data, unless otherwise required by applicable laws or other regulatory requirements, we shall:

• process the client personal data only in accordance with your lawful written instructions, in order to provide you with the services pursuant to our engagement with you and in accordance with applicable data protection legislation;
• disclose and transfer the client personal data to our regulatory bodies or other third parties (for example, our professional advisors or service providers) as and to the extent necessary in order to provide you with the services pursuant to our engagement with you in relation to those services;
• disclose the client personal data to courts, government agencies and other third parties as and to the extent required by law;
• maintain written records of our processing activities performed on your behalf which shall include: (i) the categories of processing activities performed; (ii) details of any cross border data transfers outside of the European Economic Area (EEA); and (iii) a general description of security measures implemented in respect of the client personal data;
• maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of any client personal data and against accidental loss or destruction of, or damage to, such client personal data.
• return or delete all the client personal data upon the termination of the engagement with you pursuant to which we agreed to provide the services;
• ensure that only those personnel who need to have access to the client personal data are granted access to it and that all of the personnel authorised to process the client personal data are bound by a duty of confidentiality;
• notify you if we appoint a sub-processor (but only if you have given us your prior written consent, such consent not to be reasonably withheld or delayed) and ensure any agreement entered into with the relevant sub-processor includes similar terms as the terms set out in this clause;
• where we transfer the client personal data to a country or territory outside the EEA to do so in accordance with data protection legislation;

11.12 notify you promptly if:

• we receive a request, complaint or any adverse correspondence from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or in respect of the client personal data; or
• we are served with an information or assessment notice, or receive any other material communication in respect of our processing of the client personal data from a supervisory body (for example, the Information Commissioner’s Office);

11.13 notify you, without undue delay, in the event that we reasonably believe that there has been a personal data breach in respect of the client personal data;

• at your cost and upon receipt of your prior written notice, allow you, on an annual basis and/or in the event that we notify you of personal data breach in respect of the client personal data, reasonable access to the relevant records, files, computer or other communication systems, for the purposes of reviewing our compliance with the data protection laws.
• Without prejudice to the generality of clause 11.2, you will ensure that you have all necessary appropriate consents and notices in place to enable the lawful transfer of the client personal data to us.
• Should you require any further details regarding our treatment of personal data, please contact our data protection officer.

12. DISENGAGEMENT

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

12.2 Should we have no contact with you for a period of 3 months or more we may issue a disengagement letter and hence cease to act.

13. ETHICAL GUIDELINES

13.1 We are bound by the ethical guidelines of the Institute of Chartered Accountants in England & Wales (ICAEW) and accept instructions to act for you on the basis that we will act in accordance with those ethical guidelines. A copy of these guidelines can be viewed at our offices on request or can be seen at www.icaew.com. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

14. FEES

14.1 Our fees are based on either a variable fee or a regular fixed monthly basis and are exclusive of VAT which will be added where chargeable. Any additional work required which is not covered by these terms will be agreed with you and will result in a new Engagement Letter being issued.

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

14.3 Where we have indicated a fixed fee, these are only valid for a period of 12 months as such fees need to be reviewed in light of events.

14.4 Payment of fees rendered by invoice are due within 7 working days from the bill date. Interest may be applied to any overdue account at a rate 3%. Where payment has not been received we reserve the right to withhold services, documents and information, and have the right to terminate the engagement if payments are unduly delayed.

14.5 Any expenses incurred whilst working on your behalf will be charged and appropriate records will be kept and will be available for inspection. Such expenses may include the use of meeting rooms and other facilities, internal printing, courier charges, and international but not national telephone calls.

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

14.7 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.

14.8 In the case of a dispute over the level of fees charged we reserve the right to require that the matter is dealt with through arbitration. We recommend that arbitration is undertaken by the fee arbitration service provided by ICAEW for members. The fee arbitrator will be appointed by the ICAEW president; the fee will be as negotiated with the ICAEW arbitrator.

15. IMPLEMENTATION

15.1 We will only assist with implementation of our advice if specifically instructed in writing

16. INTELLECTUAL PROPERTY RIGHTS (IPR)

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

16.2 We will grant a non-exclusive, royalty free, perpetual, non-terminable licence to our IPR to the extent required to allow you to enjoy the output of Services provided in this engagement letter.

16.3 You will grant to us a non-exclusive, royalty free (without right to sub licence), licence to your IPR to the extent necessary (if at all) to allow us to deliver the Services in this engagement letter.

17. INVESTMENT SERVICES

17.1 Investment business is regulated under the Financial Services and Markets Act 2000.

17.2 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 Services Authority or licensed by a Designated Professional Body as we are not.

18. LIEN

18.1 Insofar as permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.

19. LIMITATION OF LIABILITY

19.1 As Chartered Accountants, we have a duty of care to you and we must observe the highest standards of conduct and integrity. Our services to you will only be completed by an accountant fully competent to perform such work. We therefore accept liability to a maximum of £1 million where any loss or damage has arisen as a result of negligence or a material breach of these terms of engagement.

19.2 Exclusion of liability for loss caused by others: We will provide services as outlined in this letter with reasonable care and skill. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities where you or others supply incorrect or incomplete information or fail to supply any appropriate information or where you fail to act on our advice or respond promptly to communications from us or the tax authorities.

19.3 Exclusion of liability in relation to circumstances beyond our control: We will not be liable to you for any delay or failure to perform our obligations under this engagement letter if the delay or failure is caused by circumstances outside our reasonable control.

19.4 Exclusion of liability relating to the discovery of fraud etc: We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or wrongly misrepresented to us or from fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers. This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry.

19.5 Indemnity for unauthorised disclosure: You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.

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

20. THE PROCEEDS OF CRIME ACT 2002 AND THE MONEY LAUNDERING REGULATIONS 2007

20.1 In common with all accountancy and legal practices, the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to:

• Maintain identification procedures for clients and beneficial owners of clients;
• Maintain records of identification evidence and the work undertaken for the client; and
• Report, in accordance with the relevant legislation and regulations.

20.2 We have a duty under section 330 of the Proceeds of Crime Act 2002 to report to the National Crime Agency (NCA) if we know, or have reasonable cause to suspect, that another person is involved in money laundering. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence.

20.3 The offence of money laundering is defined by section 340(11) of the Proceeds of Crime Act and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit.

20.4 This definition is very wide and would include such crimes as deliberate tax evasion, deliberate failure to inform the tax authorities of known underpayments or excessive repayments, fraudulent claiming of benefits or grants, or obtaining a contract through bribery. Clearly these examples are by no means exhaustive.

20.5 We are obliged by law to report any instances of money laundering to NCA without your knowledge or consent. In consequence, neither the firms’ principals nor staff may enter into any correspondence or discussions with you regarding such matters.

20.6 We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 in accordance with the guidance published by the Consultative Committee of Accountancy Bodies.

20.7 We may use electronic checks as part of our identification procedures. We confirm that these electronic checks are not credit checks.

21. NOTIFICATION

21.1 We shall not be treated as having notice, for the purposes of our accounts & tax responsibilities, of information provided to members of our firm other than those engaged on the specific assignment (for example, information provided in connection with accounting, taxation and other services).

22. PERIOD OF ENGAGEMENT AND TERMINATION

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

22.2 Each of us may terminate this agreement by giving not less than 30 days’ notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have provided us or HMRC with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.

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

23. PROVISION OF CLOUD BASED SERVICES

23.1 Where the firm provides accounting and/or other software in the Cloud, this will be provided by a third party (the ‘Cloud Supplier’). The third party has signed a confidentiality agreement with the firm to ensure compliance with the relevant clauses in the firm’s standard terms of business i.e. our fees, Confidentiality, Internet Communication, Data Protection and General Limitation of Liability.

23.2 The service provided by the Cloud Supplier will be a discrete web based hosted facility, and you agree that access will also be provided to the firm and the third party.

23.3 The firm cannot be held liable for any interruption of service provided by the Cloud Supplier. However, we will liaise with them to help ensure that normal service is resumed as soon as possible.

24. PROVISION OF SERVICES REGULATIONS 2009

24.1 In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is Hiscox Underwriting Limited, of 1 Great St Helens, London, EC3A 6HX. The territorial coverage is worldwide excluding professional business carried out from an office in the United States or Canada and excludes any action for a claim brought in the United States or Canada.

25. QUALITY OF SERVICE

25.1 If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know by contacting Andrew Coulson.

25.2 We undertake to look into any complaint carefully and promptly and do all we can to explain the position to you. If we do not answer your complaint to your satisfaction you may of course take up the matter with the Institute of Chartered Accountants in England and Wales.

25.3 In order for us to provide you with a high-quality service on an ongoing basis it is essential that you provide us with relevant records and information when requested, reply to correspondence in a timely manner and otherwise follow the terms of the agreement between us set out in this Standard Terms of Business and associated Engagement letters. We therefore reserve the right to cancel the engagement between us with immediate effect in the event of:

• your insolvency, bankruptcy or other arrangement being reached with creditors;
• failure to pay our fees by the due dates;
• either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.

26. RELIANCE ON ADVICE

26.1 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

27. RETENTION OF RECORDS

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

INDIVIDUALS, TRUSTEES & PARTNERSHIPS

• with trading or rental income: 5 years and 10 months after the end of the tax year;
• otherwise: 22 months after the end of the tax year; Companies, LLPs and other corporate entities
• 6 years from the end of the accounting period;

27.2 Whilst certain documents may legally belong to you we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than 7 years old. You must tell us if you require the return or retention of any specific documents for a longer period.

27.3 You agree that any work completed and work in progress for which payment is outstanding will be held by us until all fees relating to it have been paid.

28. THIRD PARTY

28.1 Any advice we give you will be supplied on the basis that it is for your benefit only and shall not be disclosed to any third party in whole or part without our prior written consent. It may not be used or relied upon for any other purpose or by any other person other than you without our prior written consent. If our advice is disclosed to any third party (with or without our consent), then we accept no responsibility or liability to that third party for any consequences that may
arise to them, should they rely on the advice.

28.2 If it is proposed that any documents or statement which refer to our name, are to be circulated to third parties, please consult us before they are issued.

29. TIMETABLE

29.1 The services we undertake to perform for you will be carried out on a timescale to be determined between us on an ongoing basis.

29.2 The timing of our work will in any event be dependent on the prompt supply of all information and documentation as and when required by us.