Who we are acting for

We are acting for you, the client identified above, only.  If you would like us to act for any other parties this must be agreed and confirmed in writing prior to commencement of services.

Period of engagement

This engagement will start on receipt of your authority. The first period for which we will be responsible is tax year ending following the date you instructed us to be your accountant. We will not deal with earlier years unless you specifically ask us to do so and we agree.

Scope of services

We have listed below the work which you have instructed us to carry out. This states your and our responsibilities in relation to the work to be carried out. If we agree to carry out additional services for you, we will provide you with a new or amended schedule of services. Only the services which are listed in the schedules are included within the scope of our instructions. If there is additional work that you wish us to carry out which is not listed in the schedules, please let us know and we will discuss with you whether they can be included in the scope of our work.

Fees

The fees agreed for the services instructed will be as per the prevailing rates on our website here: https://www.aardvarkaccounting.co.uk/pricing/.   Our fees will be charged in accordance with our standard terms and conditions. Please review these to ensure you understand the basis of our charges and our payment terms.

Your agreement

The terms and conditions will remain effective from the date of issue until it is replaced or terminated.  Either party may vary or terminate our authority to act on your behalf at any time without penalty.  Notice of termination must be given in writing.

TERMS AND CONDITIONS OF SERVICE

Unless otherwise stated:

The term ‘Aardvark Accounting’ or ‘we’ shall refer to Aardvark Accounting Limited of 1 Cedar Office Park, Cobham Road, Ferndown, BH21 7SB or any other address from which the company may operate from time to time, otherwise known as Aardvark.

The term ‘Client(s)’ shall refer to an individual or group of individuals contracting with Aardvark Accounting for the provision of the services stated below.

The term ‘Fees’ or ‘Fees for Services Rendered’ shall refer to the fees payable for the provision of the services stated below.

1. Applicable law

These terms and conditions are governed by, and construed in accordance with, the law of England and Wales.  The Courts of England and Wales will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this these terms and conditions and any matter arising from them.  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.

2. Insurance

Insurance policies for services including insurance benefits will only be valid for the months for which a client has already paid the full fee for the services chosen. Insurance benefits are provided by third party companies Hiscox and Markel Tax. These third parties may change without notice. Clients who receive insurance benefits agree that their personal information may be provided to the third party for the purposes of providing the client with the insurance benefit. Aardvark Accounting accepts no liability for the services of third parties provided as insurance benefits or for any communications issued by the third party.

3. Anti-Money Laundering Legislation

In common with all accountancy and legal practices we are required to by the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2017 (the “Anti Money Laundering Legislation”) to:

Maintain identification procedures for clients and beneficial owners of companies

Maintain records of identification evidence and work undertaken for the Client, and,

Report, in accordance with the relevant legislation and regulations

We may use third parties to validate the identification you have provided.

We assume that our clients are honest and law abiding. However, if at any time, there appear to be grounds to suspect (even if we do not actually suspect) that your instructions relate to ‘criminal property’, we are obliged to make a report to the National Crime Agency (“NCA”), but we are prohibited from telling you that we have done so.  In such circumstances, we must not act on your instructions without consent from NCA. If NCA do not refuse consent within 7 working days we may continue to act. If NCA issue a refusal within that time, we must not act for a further 31 days from the date of the refusal.

‘Criminal property’ is property in any legal form, whether money, real property, rights or any benefit derived from criminal activity. It does not matter who carried out the criminal activity or how removed the property is from the original crime. Even if you are honest in your dealings, if your property represents a benefit from someone else’s crime, we must still make a report.  Activity is considered ‘criminal’ if it is a crime under UK law, no matter how trivial For example, tax evasion is a criminal offence but an honest mistake is not. We will assume that all discrepancies are mistakes unless there is evidence to the contrary.

4. Fees for Services Rendered

Our fees are set at market rate and are dependent on the specific package chosen by the client. Unless otherwise agreed, these fees are to be paid by the client by 12 monthly instalments, due by the first calendar day of every month.

In the event that work has to be carried out for a client, which Aardvark Accounting deems to be in excess of those set out in the Schedule of Services, Aardvark Accounting reserves the right to invoice the client for that additional amount. Such additional fees will be paid by the client within 30 calendar days from the date of invoice.

Interest will be charged on all overdue debts at the rate stated on the invoice, which is 8% above the Bank of England base rate. In the event that the company is unable to meet its liability in respect of our outstanding fees as and when they fall due then the company’s directors would be personally, jointly and severally liable in respect of our outstanding fees.

5. Commissions or other benefits

In certain circumstances, commissions or other benefits may become payable to us in respect of introductions to other professionals or transactions we may arrange for you. This may include but not limited to bank accounts, financial advisors, liquidations and insolvencies, insurance policies.

6. Ownership of records

In the event of non-payment of our fees for services rendered, we may exercise a particular right of lien over the books and records in our possession and withhold the documents until such time as payment of our invoice is received in full.

7. 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. 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. However, bear in mind that advice is only valid at the date it is given.

8. Internal disputes within a client

If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of a business client, it should be noted that where our client is the business, 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. If conflicting advice, information or instructions are received from different directors/principals in the business, we will refer the matter back to the board of directors/the partnership/the LLP and take no further action until the board/partnership/LLP has agreed the action to be taken.

9. File destruction

Whilst certain documents may legally belong to you, unless you instruct us in writing to the contrary, Aardvark Accounting shall destroy correspondence and other papers we store that are more than seven years old, other than documents which we think may be of continuing significance. If the Client requires the retention of any document, the Client must notify Aardvark Accounting of that fact in writing. Unless instructed otherwise in writing by the Client, Aardvark Accounting shall destroy all original documents immediately upon scanning to our systems.

10. Complaints Policy

We are committed to providing a high-quality accountancy service to all our clients. When something goes wrong, we would like you to tell us about it. This will help us to improve our standards. If you have a complaint, please contact us with the details. In the first instance, your complaint should be made by email directly to your ‘Client Director’. Your Client Director will review your complaint fully within a maximum of 14 calendar days and discuss with you any proposed resolutions. If you remain dissatisfied with the outcome of our review, you may escalate your complaint to the Operations Director. Contact details will be provided upon request.

11. Third parties

All accounts, statements and reports prepared by Aardvark Accounting are for your exclusive use within your business or to meet specific statutory responsibilities. They should not be divulged to any other party without our prior consent. No third party shall acquire any rights pursuant to our agreement to provide professional services.

12. Electronic and other communication

We will communicate with you and with any third parties you instruct us to 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 that 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 accept 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 hard copy, other than where electronic submission is mandatory.

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

When accessing information held electronically by HMRC, we may have access to more information than we need and will only access records reasonably required to carry out the contract.

You are required to keep us up to date with accurate contact details at all times. This is important to ensure that communications and papers are not sent to the incorrect address.

13. Period of engagement and termination

Our work will begin as described in the Engagement 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 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.

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.

If you engage us for a one-off piece of work (for example, advice on a one-off transaction or preparation of a tax return for one year only), the engagement ceases as soon as that work is completed. The date of completion of the work is taken to be the termination date, and we owe you no duties and we will not undertake further work beyond that date.

Where recurring work is provided (for example, ongoing compliance work such as the completion of annual tax returns), the engagement ceases on the relevant date in relation to the termination as set out above. Unless immediate termination applies, in practice this means that the relevant termination date is:

30 days after the date of notice of termination or a later agreed date. We owe you no duties beyond the date of termination and will not undertake any further work.

14. 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 12 months or more, we may issue to your last known address a disengagement letter and thereafter cease to act.

We reserve the right following termination for any reason to destroy any of your documents that we have not been able to return to you after a period of six months unless other laws or regulations require otherwise.

15. Disclaimer

We will not be liable for any loss suffered by you, the client, or any third party as a result of our compliance with the Anti-Money Laundering Legislation or any UK law or at all.  We will provide our professional services outlined in these terms and conditions with reasonable care and skill. However we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities arising from the supply by you or others of incorrect or incomplete information, or your or others’ failure to supply any appropriate.

16. 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 negligence, fraud or wilful default.

We will not be liable if such losses, penalties, interest or additional tax liabilities are caused by 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 caused by a failure to act on our advice or a failure to provide us with relevant information.

In particular, where we refer you to another firm whom you engage with directly, we accept no responsibility in relation to their work and will not be liable for any loss caused by them.

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.

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 exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures that we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry beyond that which it would have been reasonable for us to have carried out in the circumstances.

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.

£500,000 shall be the maximum aggregate liability of this company, its directors and employees to all persons to whom the engagement letter is addressed and also any other person that we have agreed with you may rely on our work.

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 directors or employees on a personal basis.

17. Agreement of terms

The terms and conditions will remain effective from the date of issue until it is replaced or terminated.  Either party may vary or terminate our authority to act on your behalf at any time without penalty.  Notice of termination must be given in writing. From time to time we may want to send you information about our services by post, telephone, email or SMS. By accepting these terms and conditions you are agreeing to us contacting you. If at any time you wish to opt out of any such communications please contact us in writing at clientservices@aardvark-accounting.co.uk or by telephoning us on 01425 471917.

SCHEDULE OF SERVICES

Our services are provided based on the instructions you provide to us to ensure you the appropriate support. However, it is important that you acknowledge that in law, it is the directors of a company that are responsible for its operation. Those responsibilities include (but are not limited to):

Follow the company’s rules, shown in its articles of association

Keep company records and report changes

File your accounts and your Company Tax Return

Tell other shareholders if you might personally benefit from a transaction the company makes

Pay Corporation Tax

To operate IR35 where necessary under the off-payroll working legislation

Operate within prevailing tax legislation with respect to claiming expenses

Accountancy Services

You have instructed us to provide the following to you dependant on services chosen:

Initial meeting to discuss your personal circumstances ensure our advice is tailored to you

Preparation and submission of Abbreviated Accounts to Companies House

Preparation and submission of Full Accounts to the HM Revenue and Customs

Preparation and submission of Confirmation Statement to Companies House

Use of our office as a Registered Office Address (for statutory post only and not to be used as a general correspondence address).

Maintaining the Company Statutory Records

Quarterly Management Accounts prepared in alignment to the VAT quarter for the client.

Advice on the claiming of expenses (we will provide you with guidance and also discuss your particular circumstances)

Taxation Services

You have instructed us to provide the following services to you:

Preparation and submission of Corporation Tax Return to the HM Revenue and Customs

Preparation and submission of quarterly VAT Returns

Preparation and submission of monthly PAYE Returns

Preparation and submission of annual PAYE Returns including EPS, P11d and P60.

Preparation and submission of a personal tax return for the Director including one additional employment page.

Unlimited telephone and email support relating to your contractor tax affairs

Advice on the claiming of expenses (we will provide you with a guide and discuss your particular circumstances).

IR35 advice

We will provide you with general advice about IR35 (often referred to as the ‘off-payroll rules’ or ‘intermediaries legislation’.

We will request a copy of the written contract between you and your client/agency and provide our expert opinion on the status of the contract based on our experience of IR35.

You may also request a review of your working practices and to this end we will provide you with a questionnaire to complete.

It is important that the information supplied to us is a true reflection of the actual working relationship between you and your end client.

We cannot accept any financial responsibility where HM Revenue & Customs subsequently disagree with our opinion.

VAT

We will discuss with you the registration thresholds for VAT and whether the use of the Flat Rate Scheme is appropriate.  In our assessment of whether the Flat Rate VAT scheme is appropriate we will discuss with you and assess whether you meet the definition of a limited cost trader.

We will only register you for the Flat Rate Scheme if you give us your express consent either in writing by email or via our sign up process.

You will receive any profits generated from use of the scheme in full.