OUR STANDARD TERMS AND CONDITIONS OF BUSINESS

1. General Terms

Our engagement letter with you sets the scope of our work and our responsibilities to you.

Should any of the terms of our Engagement Letter conflict with these Terms of Business, the former shall prevail.

Whilst we intend to issue a separate Engagement Letter for any additional work with you, in the event that this is not in place, then our work with you is governed by these standard terms and conditions of business.

2.     Applicable Law

This engagement letter shall be governed by, and construed in accordance with, Northern Irish law. The Courts of Northern Ireland shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.

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.

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 or your circumstances.

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

• Responsibilities of Our Clients

Where we have been engaged to prepare Financial Statements and Self-Assessment Returns for Individuals and their Unincorporated Business Interests:

If we have been engaged to prepare financial statements for an unincorporated entity, it is our clients’ responsibility to:

1. Make full disclosure of all income, expenses, allowances, exemptions and capital items;
   1. Be open and transparent with all your affairs and you accept that we will be relying on your information and will not be auditing or independently verifying same;
   1. You will allow us access to any employees, employers, agents, bankers or other third party we may need to speak to;
   1. You will provide us with all necessary information complete and on time;
   1. You will inform us of any changes in your personal or financial circumstances;
   1. You will provide us with copies of all documents issued to you by HMRC; and
   1. You will consent to registering us as your agent with HMRC.

As our client, we remind you that it is your responsibility to make sure your self-assessment returns are correct and accurate, that they are filed on time and that you pay your taxes on time. We will not make any filings on your behalf without receiving your express approval to proceed. As noted above, you must ensure you make your payments on time. Any interest, penalties or surcharges are for you personally to attend to.

You are legally responsible for:

1. Ensuring that your payroll returns are correct and complete;
2. Filing any returns by the due date; and
3. Making payment of tax and NIC on time. Failure to do this may lead to automatic penalties, surcharges and/or interest.

Signatories to returns cannot delegate this legal responsibility to others. You agree to check that returns we have prepared for you are correct and complete before you approve and sign them.

If we have been engaged to provide Payroll Services to your business:

If we have been engaged to provide payroll services to a business, it is the responsibility of our client:

1. To provide full information necessary for dealing with your payroll affairs: we will rely on the information and documents being true, correct and complete and will not audit the information or those documents;
2. 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. We will process the changes only if notified by that/those individual[s];
3. To advise us in writing of changes of payroll pay dates;
4. To notify us at least 3 working days prior to the payroll date of all transactions or events which may need to be reflected in the payroll for the period, including details of:
   1. all new employees and details of their remuneration packages;
   1. all leavers and details of termination arrangements;
   1. all changes to remuneration packages; and
   1. all pension scheme changes;
5. To keep us informed of changes in circumstances that could affect the payroll. If you are unsure whether the change is material or not please let us know so that we can assess the significance; and
6. To authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs.

If the information required to complete the payroll services set out above is received less than 3 days before the payroll date we will still endeavour to process the payroll to meet the agreed payroll date but we will not be liable for any costs or other losses arising if the payroll is late in these circumstances. We may charge an additional fee for work carried out in a shorter time period.

4.     Additional Responsibilities of Company Directors where we have been engaged to act for limited companies

In the event that we are providing accounting services to limited companies, directors are reminded that the responsibilities of the company directors are as set out in sections 170 to 177 of the Companies Act 2006.

In addition, the company directors are responsible for ensuring that the company maintains adequate accounting records and for preparing financial statements which give a true and fair view, have been prepared in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) and the Companies Act 2006 and regulations made under it. You also have a responsibility not to approve these financial statements unless you are satisfied that they give a true and fair view.

The company directors are also responsible for making available to us, as and when required, all the company’s accounting records and all other relevant records and related information, including minutes of all management and shareholders’ meetings. The company directors will make full disclosure to us of all relevant information. As part of our normal procedures, we may require company directors to provide written representations of explanations we have received during the course of our work.

The company directors are responsible for determining on an ongoing basis whether the company meets the conditions for audit exemption as set out in Section 477 of the Companies Act 2006. The responsibility of safeguarding company assets and for the prevention and detection of fraud, error and non-compliance with laws or regulations rests with the directors of the company.

It is the responsibility of the company directors to ensure that the company complies with laws and regulations applicable to all of its activities and for ensuring that adequate safeguards are in place to prevent non- compliance with laws and regulations and to detect any such occurrences.

The company directors are legally responsible for ensuring that Corporation Tax Returns are correct, filed by the due date and any tax owing paid on time

To enable us to carry out our work the Directors agree:

1. 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;
   1. 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;

• the Directors 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 or not please let us know so that we can assess the significance.
  • you will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC in time to enable us to deal with them as may be necessary within the statutory time limits.
  • you will be responsible, unless otherwise agreed, for all other returns, more particularly: returns relating to employee taxes under PAYE, returns of employee expenses and benefits on forms P11D and the returns of income tax deducted at source as required on forms CT61. Your staff will deal with all returns and other requirements in relation to value added tax.

5.         Our responsibilities as Accountants to your business

In the event that we are engaged to prepare financial accounts for a sole trade, partnership or limited company that does not require a statutory audit, we shall act as follows:

We shall plan and execute our work on the basis that an accountant’s report is required for the annual financial statements unless you inform us in writing that an audit is required.

We shall prepare and present the financial statements based on the accounting records maintained by you and the information and explanations provided by you to us.

We have a professional duty to ensure that financial statements have been properly prepared in accordance with all relevant accounting standards (and the Companies Act 2006 in the event that we are preparing limited company accounts). Where we identify that accounts do not conform to relevant standards and legislation, this will be made clear in our report, if it is not clear in the accounts.

We have a professional responsibility not to allow our name to be associated with financial statements which may be misleading. In extreme cases where the matter cannot be resolved, we will withdraw from the engagement and notify you in writing.

Preparation of Corporation Tax Returns

In the event that we are engaged to prepare a limited company’s corporation tax return, we shall act as follows:

We shall prepare, in respect of each accounting period of the company, a computation for corporation tax purposes adjusted in accordance with the provisions of the Taxes Acts. We shall also prepare the return form CT600 and subsidiary forms required by self-assessment. The Corporation Tax Returns together with the supporting corporation tax computations, will be sent to you for approval and signature prior to submission to the Inspector of Taxes.

If the company is selected for enquiry by the HM Revenue and Customs, we will agree separate terms of engagement. The supplementary engagement letter will include responsibilities and fees as appropriate.

Our responsibilities if engaged to prepare your Self-Assessment Returns

In the event that we have been engaged by an individual to prepare their annual Self-Assessment Returns:

The return will be drafted based on the information you provide. We will calculate your income tax, national insurance contributions (“NIC”) and any capital gains tax which is due and we will tell you when to pay your taxes. If any interest of penalties are due, we will also inform you of this. If you are due a repayment from HMRC, we will request this to be paid on your behalf.

Our responsibilities if engaged to act as your Payroll Agent

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) deductions;
   1. Calculating the employees’ National Insurance Contributions (NIC) deductions;
   1. Calculating the employer’s NIC liabilities;
   1. Calculating statutory payments, for example, Statutory Sick Pay and/or Statutory Maternity Pay; and
   1. Calculating other statutory and non-statutory deductions.

We will prepare and send to you the following documents for each payroll period at or before the time of payment:

1. A payslip for each employee unless not required;
2. A P45 for each leaver; and
3. An email detailing your PAYE and NIC liability and due date for payment.

We will prepare and send to you Form P60 for each employee on the payroll at the year-end by the statutory due date.

We will submit a full payment submission to HMRC for each employee on or before the employee is paid according to the payment information provided by you.

Our responsibilities if engaged to provide Advisory services

We provide a range of Advisory services, some of which are listed on our website, and which include the preparation of business plans, assistance with financing and funding applications, providing strategic advice to boards of directors and conducting independent business reviews. In all instances, without exception, the directors and employees of Gildernew & Co. Ltd shall act in their capacity as external independent business advisors. For the avoidance of doubt, at no point will any director or officer be engaged to act or will act in any capacity as director, substitute as business owner, management or key worker for or on behalf of a client. Our relationship shall always remain independent and at arms length and should never be construed or purported as otherwise.

6.     Anti-Money Laundering Regulation

In common with all accountancy and legal practices the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering & Terrorist Financing (Amendment) Regulations 2019 to:

1. Maintain identification procedures for all clients;
   1. Maintain records of identification evidence obtained; and
   1. Report, in accordance with the relevant legislation and regulations.

We have a duty under section 330 of the Proceeds of Crime Act 2002 to report to the National Criminal Intelligence Service (NCIS) if we know, or have reasonable cause to suspect, that you, or anyone connected with your business, are or have been 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.

We are obliged by law to report any instances of money laundering to NCIS without your knowledge or consent. In fact, we may commit the criminal offence of tipping off under section 333 of the Proceeds of Crime Act if we were to inform you that a report had been made. In consequence, neither the firm’s principal nor staff may enter into any correspondence or discussions with you regarding such matters.

7.     Changes in the law

Business taxes and personal taxes are changing all the time. We will not, therefore, 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 or your circumstances. You should always check with us before acting on earlier advices.

8.     Client money

We may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from the firm’s funds. The account will be operated, and all funds dealt with, in accordance with the Clients’ Money Regulations of the Institute of Chartered Accountants in Ireland.

9.     Investment Business

We are not authorised by the Financial Conduct Authority to conduct Investment Business. We are however, licensed by the Chartered Accountants Ireland to provide certain limited investment services where these are complementary to, or arise out of, the professional services we are providing to you.

Such assistance may include the following:

1. advising you on investments generally, but not recommending a particular investment or type of investment;
2. referring you to a Permitted Third Party (PTP) (an independent firm authorised by the FCA) and assisting you and the authorised third party during the course of any advice given by that party. This may include comment on, or explanation of, the advice received (but we will not make alternative recommendations). The PTP will issue you with his own terms and conditions letter, will be remunerated separately for his services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000. The firm may receive commission from such an introduction, in which case you will be fully informed of the expected size and nature of such commission at the time of the introduction.
3. advising on the sale of a contractually based investment other than disposing of any rights or interests which you may have as a member of a personal pension scheme;
4. advising and assisting you in transactions concerning shares or other securities not quoted on a recognised exchange;
5. managing investments or acting as trustee where decisions to invest are taken on the advice of an authorised person.

We accept no responsibility for any advices relied upon by any PTP or for any advices provided to you by any PTP which has been referred to you by us.

10.       Confidentiality

Communication between us is confidential and we shall take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.

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.

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.

11.       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. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.

If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests 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.

12.       Retention and Access to Records

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 tax affairs. We will return any original documents to you. Documents and records relevant to your tax affairs are required by law to be retained as follows:

• Individuals, trustees and 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; and

• Companies, LLPs and other corporate entities: 6 years from the end of the accounting period.

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.

13.       Data Protection

We confirm that we will comply with the provisions of the Data Protection Act 1998 when processing personal data about you and your family. In order to carry out the services of this engagement and for related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data about you. We confirm that when processing data on your behalf that we will comply with the provisions of all relevant data protection legislation. Our privacy notice which can be found on our website sets out how we process personal data in respect of the various services that we provide.

14.       Electronic and other communication

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.

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 dispatch. 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.

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

15.      Fees and payment terms

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

If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that this will be the case.

Where 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.

We will bill monthly and our invoices are due for payment upon presentation. We will seek a payment on

account for particular engagements which is payable in advance to the commencement of any work done by our firm.

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.

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

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.

Unless otherwise agreed to the contrary, no new works shall be undertaken unless all outstanding invoices have been paid in full.

16.       Intellectual property rights

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.

17.       Interpretation

If any provision of this engagement letter or enclosed schedules is held to be void, then 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.

18.       Lien

Insofar as we are permitted to 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

We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or willful default. The extent of our liability is limited to three times the agreed fee for our work.

Exclusion of liability for loss caused by others

We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are due to the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are due to a failure to act on our advice or a failure to provide us with relevant information.

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.

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 misrepresented to us. This applies equally to fraudulent acts, misrepresentation or willful 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.

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 by you or by any person for whom you are responsible 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.

Exclusion of liability in respect of referrals to third parties

We will not be held liable or responsible for advices provided by third parties whom we have introduced to you.

20.       Limitation of Third Party rights

The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them. A party to this agreement is the only person who has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

21.       Period of engagement and termination

Unless otherwise agreed in the covering engagement 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.

Each of us may terminate this agreement by giving not less than 21 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 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.

In the event of termination of this contract, we will endeavor 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.

22.       Disengagement

Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. Should we have no contact with you for a period of one year or more we may issue to your last known address a disengagement letter and thereafter cease to act.

23.       Professional rules and statutory obligations

We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of The Institute of Chartered Accountants in Ireland and will accept instructions to act for you on this basis. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

24.       Reliance on advice

We will endeavor to record all advice on important matters in writing. Advice given verbally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide verbal 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.