ANEX II

PART 1 – General Terms & Conditions

1 General

1.1 These General Terms and Conditions shall apply to all Services provided by the Company to the Client.
1.2 These General terms and Conditions should be read in conjunction with the Engagement Letter, Annex I and the applicable sections of the Specific Terms of Business set out in Part 2.
1.3 The terms of this Agreement will apply from the date of acceptance of the Letter of Engagement by the Client.
1.4 This Agreement will remain effective until replaced.
This Annex II may be updated from time to time by the Company. Any updated version of this Annex II will be notified to the Client and will take effect 4 weeks later than the date of notification to the Client, unless otherwise agreed by the parties.
1.5 Except as specifically provided for elsewhere in the Agreement, no change to this Agreement will have any effect unless agreed in writing by the Company and the Client.
1.6 To the extent of any conflict between the Engagement letter, these General Terms and Conditions and the Specific Terms of Business then the following order of precedence will be used to resolve the conflict:
(i) The Engagement Letter,
(ii) These General Terms and Conditions,
(iii) The Specific Terms of Business.
1.7 No terms and conditions will apply other than those referenced above.

2 Definitions

“Agreement” means this agreement including the Letter of Engagement, Annex I to the Letter of Engagement and this Annex II. The “Company” means Visualize Office Solutions Ltd. The “Client” means the party named as such in the Engagement Letter.
“Engagement Letter” means the letter of engagement between the Company and the Client setting out the Fee and the general nature of the Services to be provided by the Company to the Client.
“Fees” means the rates and prices which will be used to calculate the price paid by the Client to the Company for the Services, as set out in the Engagement Letter, or as otherwise agreed between the Company and the Client.
“Services” means the services to be provided by the Company to the Client, as described in the Letter of Engagement and Annex I.

3 Fees, Payments and Cancellations

3.1.1 The Client agrees to pay the Company the Fee, plus any disbursements.
3.1.2 Unless a monthly or annual pricing plan has been agreed, the Fees will be invoiced on completion of individual parts of the Services and will be paid in full by the due date, which will be 28 days from the date shown on the invoice.
3.1.3 If a monthly or annual pricing plan has been agreed, Fees will be invoiced to the Client monthly or annually in advance.
3.1.4 No payment shall be deemed to have been received until the Company has received cleared funds. To minimise the risk of disruption to the provision of the Services, the Company recommends to Client the setting up of a standing order, direct debit or BACS payment.
3.2.1 The Fees will be laid out in the Letter of Engagement. Unless otherwise stated in the Letter of Engagement, the Fees will not include travelling expenses for journeys of more than 10 miles, postage, or sundry expenses incurred in the course of the Services.
3.2.2 The Fee will be calculated based upon the Services to be carried out according to the information provided by the Client at the time of tendering. In the event of any error or omission in the information provided by the Client or if the nature or extent of the Services required varies materially from that indicated by the Client at the time of tendering then the Fee will be adjusted accordingly.
3.2.3 If the Client requires additional work over and above the Services then the Company will offer a quotation for the additional work and if the Client requires the additional work to proceed, the Company will invoice for the additional work and the additional work will be paid for by the Client in accordance with this clause 3.
3.3.1 Any quotation by the Company is valid for acceptance for 14 days, unless agreed otherwise.
3.3.2 The Fees are subject to an annual review.
3.3.3 Prices are quoted in UK pounds sterling.
3.3.4 Fees are exclusive of VAT.
3.4 In the event of termination of the Agreement, for whatever reason, the Client will be responsible for paying all Fees, including costs, expenses and disbursements incurred by the Company on behalf of the Client up to and including the date of termination following any notice period.
3.5 Any postage, stationery or sundry items purchased on behalf of the Client will be charged at cost.
3.6 In the event of late payments the Company reserves the right to charge interest according to the Late Payment of Commercial Debts Regulations.
3.7 The Client shall make all payments due under this Agreement in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Client.
3.8 The directors of the Client jointly and severally guarantee personally that all Fees will be paid within the payment terms.

4 Information and the Data Protection Act 2018 and the General Data Protection Regulation (“GDPR”)

To enable us to discharge the services agreed in the engagement letter, comply with related legal and regulatory obligations and for other related purposes including updating and enhancing client records and analysis for management purposes, as a data controller, we may obtain, use, process and disclose personal data about you / your business / company / partnership / its shareholders / members / officers and employees as described in our privacy notice. We confirm when processing data on your behalf that we will comply with the provisions of all relevant data protection legislation and regulation. You are also an independent controller responsible for complying with data protection legislation and regulation in respect of the personal data you process and, accordingly where you disclose personal data to us you confirm that such disclosure is fair and lawful and otherwise does not contravene relevant requirements. Nothing within the engagement letter relieves you as a data controller of your own direct responsibilities and liabilities under data protection legislation and regulation.

Data protection legislation and regulation places obligations on you as a data controller where we act as a data processor to undertake the processing of personal data on your behalf, for instance where we operate a payroll service for you. We therefore confirm that we will at all times take appropriate measures to comply with relevant requirements when processing data on your behalf. In particular we confirm that we have adequate security measures in place and that we will comply with any obligations equivalent to those placed on you as a data controller.

Our privacy notice, which can be found on our website at www.visoff.co.uk and as set out in a separate appendix to these terms and conditions explains how we process personal data in respect of the various services that we provide.

4.1 The Client is responsible for ensuring that the Company is provided with all relevant information and data, including any paperwork and the answering of any queries, in sufficient time for the Company to provide the Services in accordance with any agreed timescales.
4.2 Any information or data provided by the Client to the Company will remain the property of the Client.
All information and data produced by the Company whilst performing the Services, including any information and data based on information or data provided by the Client to the Company will be the property of the Company.
4.3 The Client may apply to purchase any such Company information and data but the cost and the release of such information and data will be at the sole discretion of the Company.
4.4 In the event of non-payment of Fees by the Client, the Company reserves its right of lien to the fullest extent allowed by the applicable law over any Client documents in the Companies possession and may retain the documents until such time as payment of the Fees is received in full.
4.5 In accordance with the Data Protection Act the Company and its employees will treat the Client’s personal information as private and confidential. The Client acknowledges that it has been made aware that their contact details may be used during the process of providing the Services, including being provided to third parties on a need to know basis The Client acknowledges that it has been made aware that the Company may be required to provide information about the Client in accordance with the requirements of the law, regulatory, ethical or professional obligations applicable to the Services.
4.6 In accordance with the Company’s document retention policy, the Company will destroy all correspondence, information, data and other records relating to the Client and/or the Services, including any documents provided by the Client to the Company, after such records have been held by the Company for seven years, unless the Client notifies the Company in writing of its wish for such records to be provided or returned to the Client.
4.7 Where it is necessary to post items relating to the Services, where appropriate the Company will use a tracked and signed-for service. The Company recommends that the Client uses a similar service when posting any items to the Company.
4.8 The Company and its employees shall use reasonable endeavours to hold Client information securely but the Company will not be liable for any loss of any Client property, including any loss, corruption, or breach of security relating to Client data whether in the Company’s possession or otherwise.

5 Investment Services

The Company is not authorised by the Financial Services Authority to conduct investment business. If the Client requires investment business services the Company can refer you to a firm authorised by the Financial Services Authority.

6 Anti-money laundering legislation

6.1 All accountants must comply with the duties imposed by the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2007 (the Anti-Money Laundering Legislation), which are intended to inhibit the activities of terrorists and other criminals by denying them access to technical expertise. If the Company fails to perform these duties, the officers of the Company risk imprisonment. Before the Company can commence the Services, the Company may need to obtain ‘satisfactory evidence’ to confirm the identity of the Client and in some circumstances, the Company may need to obtain evidence confirming the identities of Client, third parties, the source of any funds or other property, the purpose of any instructions or any other matter. The Company may also need to obtain such evidence after the commencement of the Services.
6.2 The Company always expects its Clients to be honest and law abiding, however, if at any time, there appear to be grounds to suspect that the Services relate to criminal activity, the Company will comply with its legal obligation to report any suspicions to the Serious Organised Crime Agency (SOCA), and the Client should note that the Company is prohibited from informing the Client that it has done so.

7. Termination of this Agreement

7.1.1 The Company reserves the right to terminate the Services if the Client (a) commits a material breach of the Agreement, or (b) if payment for the Services becomes overdue by more than 28 days or (c) for any other reason. A termination notice will be sent in writing to the Client giving 30 days notice of termination.
7.1.2 Should any employee of the Company receive any form of physical or verbal abuse from the Client or its representatives then the Company’s services would cease immediately and the Client will be responsible for paying all Fees due to the Company, including costs, expenses and disbursements incurred up to the time of termination.
7.2 In the event of a termination notice under 7.1.1 (a) or (b), if at the end of the 30 day notice period, the termination issue has not been resolved, the Company will terminate the Agreement and discontinue all Services. In the event of termination under 7.1.2 or this 7.2 no refund will be payable by us for any advance payments made. The Client will be liable to the Company for any reasonable costs, losses or expenses incurred by the Company as a result of the termination.
7.3 In the event of a termination notice under 7.1.1 (c), at the end of the 30 day notice period the Company will terminate the Agreement and discontinue all Services. In the event of termination under this 7.3 the Company will refund any advance payments made by the Client in respect of any future Services that will no longer be performed. Termination under this 7.3 will be without any liability of the Company to the Client.
7.4 The Client can terminate the Services at any time by giving 30 days notice in writing to the Company. In the event of a termination notice under this 7.4, at the end of the 30 day notice period the Client will terminate the Agreement and the Company will discontinue all Services. In the event that termination is due to a material default of the Company (but not otherwise), the Company will refund any advance payments made by the Client in respect of any future Services that will no longer be performed. Termination under this 7.4 will otherwise be without any liability of the Company to the Client or the Client to the Company.
7.5 Immediately on termination under 7.2, 7.3 or 7.4, the Company will have no further responsibilities in relation to the preparation or filing of the Clients accounting requirements.

8. Limitation of liability

8.1 The Company will not accept liability for:
(a) any loss, damage, cost or expense incurred by the Client or any third party as a result of acting on any advice given by the Company, where a new law is created or where a change in existing law has taken place and such new law or change affects the validity of advice previously given by the Company,
(b) any loss, damage, cost or expense incurred by the Client or any third party as a result of the Company’s compliance with any applicable legislation, including, but not limited to, money laundering legislation.
8.2 The Company will be liable to the Client for direct loss of or damage to tangible property or death of or injury to persons to the extent caused by the negligent acts or omissions of the Company, but not otherwise. The Company maintains appropriate insurances, including professional indemnity insurance and except to the extent that such liability cannot be limited or excluded by law, any claim by the Client against the Company, whether arising in contract, tort (including negligence) or otherwise, will be limited to the value of the Company’s appropriate insurance indemnity limit. The Company will provide details of insurance on request.
8.3 Except where expressly stated in this Agreement, in no event will the Company be liable to the Client by way of indemnity or by reason of statutory duty or otherwise (including but not limited to negligence and breach of contract) for any loss of revenue, loss of profit, loss of use, loss of contracts, loss of information and data, loss of interest, third party claims or any indirect or consequential damages whatsoever.

9 Third parties

9.1 All accounts, statements and reports prepared by the Company are for the exclusive use of the Client within the Clients business or to meet specific statutory responsibilities.
9.2 This Contract does not create any right enforceable by any person not a party to it (whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.

10 Applicable law and Disputes

10.1 This Agreement is governed by, and will be construed in accordance with English law.
10.2 In the event of a dispute between the Company and the Client, the Company will look into the disputed issue carefully and promptly and do all it can reasonably do to explain its position to the Client and address any concern. Both parties will use all reasonable endeavours to resolve the dispute amicably and in a manner that is fair and reasonable in all the circumstances. If the parties are unable to resolve the dispute within 30 days of either party raising the dispute, the parties may agree to refer the dispute to an independent arbitrator. Unless agreed otherwise by the parties, the arbitrator for the dispute will be appointed by the Chartered Institute of Arbitrators.
10.3 If the parties do not agree to being referred to the Chartered Institute of Arbitrators or arbitration does not resolve the dispute, then any unresolved dispute will be subject to the exclusive jurisdiction of the English courts. 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.

PART 2 – Specific Terms of Business

1 General

1 To the extent applicable according to the nature of the Services, the Specific Terms of Business set out in this Part 2 will apply in addition to the General Terms and Conditions set out in Part 1.
The applicability of each of the sections of these Specific Terms of Business will be determined according to the specific Services that are to be provided under this Agreement, as set out in the Letter of Engagement. 2 Any changes to these Part 2 Specific Terms of Business will be set out in Annex 1 to the Letter of Engagement
3 In this Part 2, “We”, “Us” or “Our” refers to the Company, “You” or “Your” refers to the Client,

Summary

Section 1 Bookkeeping
Section 2 Management accounts
Section 3 Annual accounts – sole traders/partnerships Section 4 Annual accounts – limited companies
Section 5 Payroll preparation, P.A.Y.E., N.I. returns and Auto Enrolment Section 6 Personal tax – individuals/sole traders/partners
Section 7 Partnership tax Section 8 Corporation tax Section 9 VAT returns
Section 10 Online accounting service Section 11 Company Secretarial Services Section 12 Other services

Section 1 Bookkeeping (If marked as a Required Service according to Annex I to the Letter of Engagement)

1.1 It is agreed that We will carry out the following Services:
(a) Keep the records of receipts, payments and balances,
(b) Reconcile the balances monthly with the bank statements,
(c) Post and balance the purchase and sales ledgers,
(d) Extract a detailed list of ledger balances,
(f) Complete the postings to the nominal ledger,
(g) Prepare the accounts for approval by You.
1.2 You have agreed that You will prepare details of the annual stocktaking and work in progress.
1.3 You are responsible for the detection of irregularities and fraud. We would emphasise that We cannot undertake to discover any shortcomings in Your systems or any irregularities on the part of Your employees or others, although We will advise You of any such circumstances that We encounter.

Section 2 Management accounts (If marked as a Required Service according to Annex I to the Letter of Engagement)

2.1 We understand that You require Us to prepare the management accounts of Your business. This involves Us in completing the writing up of Your books and records, insofar as they are incomplete when presented to Us, from the information and explanations supplied to Us, and preparing draft accounts therefrom for Your approval.
2.2 You have agreed that You will be responsible for:
(a) Maintaining records of all receipts and payments of cash,
(b) Reconciling cash book balances monthly with the bank statements,
(c) Posting and balancing the purchase and sales ledgers,
(d) Extracting a detailed list of ledger balances,
(e) Provide estimates of any stocks at the end of each period
2.3 You understand that We will not be carrying out an audit and accordingly will not verify the assets and liabilities of the business, nor the items of expenditure and income. To carry out an audit would require additional work to comply with generally accepted auditing standards which We are not authorised to carry out.
2.4 We would emphasise that We cannot undertake to discover any shortcomings in Your systems or any irregularities on the part of Your employees or others, although We will advise You of any such circumstances that We encounter in preparing Your accounts.

Section 3 Annual accounts – sole traders/partnerships (If marked as a Required Service according to Annex I to the Letter of Engagement)

3.1 Your responsibility for the preparation of accounts:
(a) You have undertaken to make available to Us, as and when required, all the accounting records and related financial information necessary for the compilation of the accounts. You will make full disclosure to Us of all relevant information. The accounts need to be approved by You before We are able to issue Our report.
(b) You are responsible for ensuring that, to the best of Your knowledge and belief, financial information, whether used by the business or for the accounts, is reliable. You are also responsible for ensuring that the activities of the business are conducted honestly and that its assets are safeguarded, and for establishing arrangements designed to deter fraudulent or other dishonest conduct and to detect any that occur.
(c) You are responsible for ensuring that the business complies with the laws and regulations applicable to its activities, and for establishing arrangements designed to prevent any non-compliance with laws and regulations and to detect any that occur.
3.2 Our responsibilities for the preparation of accounts:
(a) We will compile Your annual accounts based on the accounting records (maintained by You) and the information and explanations given to Us by You. We will prepare draft annual accounts for Your approval.
(b) We will advise You as to the adequacy of Your records for preparation of the annual accounts and make recommendations for improvements which We consider necessary. We shall not be responsible if, as a result of You not taking Our advice, You incur losses or penalties.
(c) We will use reasonable skill and care in the preparation of Your accounts but We will not be responsible for errors arising from incorrect information supplied by You.
(d) We will report, with any variations that We consider may be necessary, that in accordance with Your instructions and in order to assist You to fulfil Your responsibilities, We have compiled, without carrying out an audit, the accounts from Your accounting records and from the information and explanations supplied to Us.
(e) We have a professional duty to compile accounts which conform to generally accepted accounting principles. Where We identify that the accounts do not conform to accepted accounting principles, or if the accounting policies adopted is not immediately apparent, this will be made clear in Our report, if it is not clear in the accounts.

Section 4 Annual accounts – limited companies (If marked as a Required Service according to Annex I to the Letter of Engagement)

4.1 Responsibilities of Client directors:
As director of Your company, under the Companies Acts You are responsible for:
(a) Ensuring that Your company maintains proper accounting records and for preparing accounts,
(b) Determining whether for any reason any exemption is not available in respect of the period.
You will keep records of sales invoices, purchase invoices, receipts and payments, together with any other documents relating to Your company’s transactions and activities. It will also be necessary for You to provide a record of stock at Your company’s year-end. You are responsible for any previous accounts or tax returns that have not been completed by Us and the filing at HMRC and Companies House of any paperwork necessary to fulfil Your accounting duties each year.
4.2 A private company is required to file its accounts at Companies House within 10 months of the year end. The company will be liable to a fine if it fails to do so. In order to avoid this We will produce statutory accounts, suitable for filing, within the required period, provided all Your records are complete and presented to Us within six months of Your company’s year-end, and all subsequent queries are promptly and satisfactorily answered. We accept no responsibility for fines or regulatory action taken against the directors where the statutory financial statements are not available for filing.
4.3 We have agreed to act as Your agent and to:
(a) Submit the accounts to the Registrar of Companies,
(b) Complete and submit Your company’s annual return,
(c) Complete and submit any other forms required by law to be filed at Companies House, provided that You keep Us fully informed of any relevant changes or events which are required to be notified to Companies House, within one week of the change or event,
(d) Maintain the statutory books.
4.4 Our responsibility for the preparation of accounts:
(a) In relation to the accounts, We will prepare Your company’s accounts on the basis of the information that is provided to Us,
(b) We will also draft the accounts in accordance with the provisions of the Companies Act, and related Accounting Standards for approval by Your company Board. Should Our work lead Us to conclude that Your company is not entitled to exemption from an audit of the accounts, or should We be unable to reach a conclusion on this matter, then We will advise You of this.
4.5 We will carry out the following accounting and other services:
(a) Write up the accounting records of Your company insofar as they are incomplete when presented to Us,
(b) Complete the postings to the nominal ledger,
(c) Prepare the accounts for approval by Yourselves.
4.6 You have agreed that You will:
(a) Keep the records of receipts and balances,
(b) Reconcile the balances monthly with the bank statements,
(c) Post and balance the purchase and sales ledgers,
(d) Extract a detailed list of ledger balances,
(e) Prepare details of the annual stocktaking, suitably priced and extended in a form which will enable Us to verify the prices readily by reference to suppliers’ invoices.
or
(a) Provide Us with a copy of the valuation produced by Your independent stock takers, and, (b) Prepare details of work-in-progress at the accounting date and make available to Us the documents and other information from which the statement is compiled.
4.7 You are responsible for the detection of irregularities and fraud. We would emphasise that We cannot undertake to discover any shortcomings in Your systems or any irregularities on the part of Your employees or others, although We will advise You of any such circumstances that We encounter in preparing Your accounts, unless prohibited from doing so by the Anti-Money Laundering Legislation.
4.8 We will report, with any variations that We consider may be necessary, that in accordance with Your instructions and in order to assist You to fulfil Your responsibilities, We have compiled, without carrying out an audit, the accounts from Your accounting records and from the information and explanations supplied to Us.
4.9 We have a professional duty to compile accounts which conform to generally accepted accounting principles. Furthermore, the accounts of a limited company are required to comply with the Companies Acts and applicable accounting standards. Where We identify that the accounts do not conform to accepted accounting principles, or if the accounting policies adopted are not immediately apparent, this will be made clear in Our report, if it is not clear in the accounts.

Section 5.1 Payroll preparation, P.A.Y.E. and N.I. (If marked as a Required Service according to Annex I to the Letter of Engagement)

5.1.1 Payroll and year end returns
In order for Us to prepare Your payroll and year end returns We will require the following information from You:
(a) Personal details of all employees (that is, name, NI number, home address, etc.),
(b) All P45s for all Your employees,
(c) If any casual labour is taken on, You are required to operate P46 procedures. Completed P46 forms should be passed to Us for processing,
(d) Notification within two weeks of any employee who is ill for four or more calendar days, including weekends, bank holidays etc. This will enable Us to operate statutory sick pay for You,
(e) Notification of any employee who becomes pregnant. This will enable Us to operate statutory maternity pay,
(f) Details of any money or benefits made available to employees by You or by a third party through You,
(g) Hours worked, rates of pay, bonuses etc,
(h) Notification of employees engaged by You or leaving Your employment,
(i) Any notice of coding received by You.
5.1.2 The end of year payroll returns must be received by HM Revenue & Customs by 19th May following the end of the tax year otherwise penalties will be levied. There may also be interest payable if the final tax and National Insurance payment, due by 19th April following the end of the tax year, is late. We cannot guarantee to have the returns etc. completed in time to meet this deadline unless We have all the relevant information within five working days of the end of the tax year.
5.1.3 We will assist in the preparation and submission of PAYE returns as required by the authorities concerned. However, it should be understood that Our appointment as Your agent does not absolve Your company or its directors from their statutory responsibilities. We would draw Your attention to the strict rules and time limits for the submission of such returns and the substantial penalties which may arise if these are not observed. It is therefore essential that We receive full information from You promptly to enable Us to ensure that the returns are made on a timely basis.
5.1.4 P11D benefits for directors/officers and higher paid employees You have asked Us to prepare forms P11D for Your approval. To ensure these forms are correctly prepared We will require details of all benefits, perks or reimbursed expenses received by the directors*/officers*/higher paid employees.*
*Note: A higher paid director, officer or employee is someone who received (at the current level) at least £8,500 pa including the taxable value of benefits, perks and reimbursed expenses. There are penalties for the late submission of forms P11D. In order to avoid these, You must ensure that We receive complete and accurate details of all benefits and expenses for the tax year (note: not accounts year) within 14 days of the end of the tax year.

Section 5.2 Auto-Enrolment. (If marked as a Required Service according to Annex I to the Letter of Engagement)
5.2.1 In order for Us to process Your payroll including auto-enrolment You must:
(a) Notify Us of the staging date on which You will start to auto-enrol Your employees,
(b) Notify Us of any changes needed to the employees We notify to you as “workers” for the purposes of auto-enrolment,
(c) Select a pension scheme which qualifies for auto-enrolment,
(d) Liaise with Your employees on all issues relating to auto-enrolment, including providing statutory information,
(e) Enrol Your employees in the pension scheme on the appropriate start date,
(f) Monitor opt-in and opt-out requests.
(g) Provide all necessary information to Your pension scheme managers.
5.2.2 You are legally responsible for:
(a) Ensuring that your payroll and pensions records are correct and complete; and
(b) Making payment of pension contributions on time,
(c) Making any necessary Declaration of Compliance to the Pensions Regulator. You may be liable for automatic penalties or surcharges if You fail to do so.
5.2.3 You will keep all records required by law to be maintained, including all pension scheme and pension related employee information.
5.2.4 You will provide Us with all information necessary for Us to process Your pensions auto-enrolment including:
(a) All new employees and their relevant details,
(b) All leavers and their relevant details,
(c) Any relevant change in employee remuneration,
(d) Any change in auto-enrolment status,
(e) Any change in Your pension scheme.
5.2.5 We will:
(a) Using the data supplied by You for your payroll, We will identify those employees who qualify as a “worker” for the purposes of auto- enrolment, and assist in determining whether each worker is categorised as either an entitled worker, eligible jobholder or non-eligible jobholder,
(b) Provide assistance with the preparation of communications to Your employees,
(c) Send employee details to Your selected pension scheme,
(d) Assist with the process of postponement, opting in and opting out of the eligible employees from Your selected pension scheme,
(e) Each payday assess the eligibility of Your employees for Your pension scheme,
(f) Each payday calculate any employee contributions, employer contributions and refunds due,
(g) Following each payday, provide a pensions report to You or Your pension scheme provider.
5.2.6 We are not pension advisors and We are not authorised to provide pension advice.
For advice on pension scheme selection You are recommended to refer to guidance issued by the Pensions Regulator. If required We can refer You to an authorised pensions advisor.

Section 6 Personal tax – individuals and sole traders (If marked as a Required Service according to Annex I to the Letter of Engagement)

6.1 You are responsible for any previous accounts or tax returns that have not been completed by Us and the filing at HMRC and Companies House of any paperwork necessary to fulfil Your accounting duties each year.
6.2 Your spouse is legally responsible for [his/her] own tax affairs and should be dealt with independently. However, if both spouses sign this letter You agree that We can disclose to Your spouse such details of Your financial affairs as are required to consider Your combined tax position.
6.3 We shall be pleased to act as Your personal tax advisers in the UK in accordance with the engagement letter.
(a) We will prepare Your personal income tax return together with all supporting schedules and prepare HM Revenue & Customs’ calculation of Your self-assessment of tax and Class 4 National Insurance contributions.
(b) We will forward to You Your tax return form and supporting schedules [in duplicate] for Your approval and signature. Once the return has been approved and signed by You and returned to Us, We will submit it with the computations to the HM Revenue & Customs. You authorise Us to file the return electronically.
(c) We will advise You as to amounts of tax and National Insurance contributions to be paid and the dates by which You should make the payments, including payments on account and the balancing payment, and if appropriate We will initiate repayment claims when tax and National Insurance contributions appear to have been overpaid.
(d) We will deal with HM Revenue & Customs regarding any amendments required to Your return and prepare any amended returns which may be required.
(e) We will advise as to claims and elections arising from the tax return and from information supplied by You and, where instructed by You, We will make such claims and elections in the form and manner required by HM Revenue & Customs.
(f) You have asked Us to undertake all correspondence with HM Revenue & Customs on Your behalf. To avoid any problems would You please send to Us any forms or correspondence received from HM Revenue & Customs as soon as You receive them. In particular We recommend that no payments are made to HM Revenue & Customs without Our confirmation that the demands are correct.
(g) HM Revenue & Customs has powers to charge both interest and penalties if there is a delay in submitting a tax return. Such charges are automatic if the tax return is submitted after 31 January following the end of the tax year, or if any payments are made after the relevant due dates.
(h) It is therefore important that all details required for the preparation of Your tax return are forwarded to Us as soon as possible after 5 April each year and by 30 June at the latest. If the information is received after that date, You will be responsible for any penalties or surcharges charged by HM Revenue & Customs.
(i) HM Revenue & Customs audits a number of tax returns each year, many of these audits are the result of a random selection. Assistance in respect of such an audit beyond the answering of straightforward queries regarding entries on the tax return is additional work and will result in separate charges (unless You have requested and We have agreed to include this cost within our original quotation). We will keep You fully informed before undertaking any extra work in respect of such an audit.
(j) We will provide Our professional services with reasonable skill and care 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 information or Your failure to act on Our advice or respond promptly to communications from Us or the tax authorities.
(k) You agree that We can approach such third parties as may be appropriate for information that We consider necessary to deal with Your affairs.
(l) You must sign and return the HM Revenue & Customs form 64-8 (or We can arrange for You to give Us on-line client authorisation), which authorises HM Revenue & Customs to send Us copies of formal notices. In practice, HM Revenue & Customs will treat this as authority to correspond with Us, in which case they will not correspond with You except to the extent that they are formally required to do so. However, this authority does not apply to all HM Revenue & Customs correspondence, and even where it does, HM Revenue & Customs sometimes overlook it. We recommend that You always send Us the originals or copies of all communications You receive from HM Revenue & Customs.

NB. Personal service companies - As we are not company lawyers, we are unable to carry out a review of your service contracts with third parties and therefore cannot advise you on whether the company is subject to the personal services (IR35) legislation as this requires a specialist legal review of your contract which is beyond our scope. Accordingly, we do not take any responsibility for such contracts; if we are advised that it falls within the scope of such legislation, we will prepare the corporation tax computations using the prescribed method, prepare and submit the necessary payroll documentation and advise you how much tax and national insurance to pay and by when.

Section 7 Partnership tax (If marked as a Required Service according to Annex I to the Letter of Engagement)

7.1 You are responsible for any previous accounts or tax returns that have not been completed by Us and the filing at HMRC and Companies House of any paperwork necessary to fulfil Your accounting duties each year.
7.2 Your and Our responsibilities:
(a) We will prepare the income tax computations based on the partnership accounts from the accounting records and other information and explanations provided by You,
(b) We will prepare the firm’s annual partnership return, including the partnership statement of total income, gains, losses, tax credits and charges of the firm for each period of account ending in the return period,
(c) We will forward to You the income tax and capital gains tax computations and the tax return and supporting schedules [in duplicate] for Your approval and signature. Once the return has been approved and signed by You and returned to Us, We will submit it, with the accounts and computations, to HM Revenue & Customs. You authorise Us to file the return electronically,
(d) We will advise all the partners who were partners of the firm during the period of their respective shares of the firm’s total income, gains, losses, tax credits and charges in order that they are able to file their personal self-assessment tax returns within the relevant time period,
(e) We will deal with HM Revenue & Customs regarding any amendments required should the partnership self-assessment tax return be challenged,
(f) We will advise as to claims and elections arising from the tax return and from information supplied by You and, where instructed by You, We will make such claims and elections in the form and manner required by HM Revenue & Customs,
(g) We will deal with all communications relating to the partnership return addressed to Us by HM Revenue & Customs or passed to Us by You. However, if HM Revenue & Customs choose the partnership tax return for enquiry, this work will be the subject of a separate assignment and We will seek further instructions from You. Assistance in respect of such an enquiry beyond the answering of straightforward queries regarding entries on the tax return is additional work and will result in separate charges. We will keep You fully informed before undertaking any extra work in respect of such an enquiry,
(h) You have asked Us to undertake all correspondence with HM Revenue & Customs on the partnership’s behalf. To avoid any problems We recommend that You send to Us any forms or correspondence received from HM Revenue & Customs as soon as You receive them,
(i) HM Revenue & Customs have powers to charge both interest and penalties if there is a delay in submitting a tax return. Such charges are automatic if the tax return is submitted after 31st January following the end of the tax year. For partnership penalties, the amount due is multiplied by the number of partners. Delays in submitting the partnership return may also have an effect on the returns of all the partners, with the possibility of penalties, interest and surcharges being payable by each individual partner,
(j) It is therefore important that all details required for the preparation of Your tax return are forwarded to Us as soon as possible after 5th April each year and by 30th June at the latest. If the information is received after that date, You will be responsible for any penalties or surcharges charged by HM Revenue & Customs,
(k) You agree that We can approach such third parties as may be appropriate for information that We consider necessary to deal with Your affairs and undertake to authorise such third parties to communicate directly with Us,
(l) You must sign and return the enclosed HM Revenue & Customs form 64-8, (or We can arrange for You to give Us on-line client authorisation), which authorises HM Revenue & Customs to send Us copies of formal notices. In practice, HM Revenue & Customs will treat this as authority to correspond with Us, in which case they will not correspond with the partnership except to the extent that they are formally required to do so. However, this authority does not apply to all HM Revenue & Customs correspondence, and even where it does, HM Revenue & Customs sometimes overlook it. We therefore recommend that You always send Us the originals or copies of all communications You receive from HM Revenue & Customs.

Section 8 Corporation tax (If marked as a Required Service according to Annex I to the Letter of Engagement)

Your and Our responsibilities:
8.1 We will prepare, in respect of each accounting period of Your company, a computation for corporation tax purposes adjusted in accordance with the provisions of the Taxes Acts. We will also prepare the corporation tax return (form CT600) required under the Corporation Tax Self-Assessment regulations. The corporation tax return, together with the supporting corporation tax computations, will be sent to You for approval and signature prior to submission to the Inspector of Taxes.
8.2 You should recognise that in law a taxpayer cannot contract out of his fiscal responsibilities and that computations and return forms are prepared by Us as agent for Your company. You are legally responsible for making correct returns and for payment of tax on time. If We ask You for information to complete the tax return and it is not provided within the time-scale requested, so that the preparation and submission of the return are delayed, We accept no responsibility for any penalty or interest that may arise.
8.3 We will advise You of the corporation tax payments to which Your company will be liable, together with the due date of payment. You must inform Us immediately if Your company pays or receives any interest or makes any other payment, or transfers any asset to any shareholder.
8.4 Where necessary We will deal with any queries raised by the Inspector of Taxes and negotiate with the Revenue on any question of taxation interest or penalties which may arise. 8.5 To enable Us to carry out Our work You agree:
(a) To make a full disclosure to Us of all sources of income, charges, allowances and capital transactions and to provide full information necessary for dealing with Your company’s affairs. We will rely on the information and documents being true, correct and complete,
(b) To respond quickly and fully to Our requests for information and to other communications from Us,
(c) To provide Us with information in sufficient time for Your company’s self-assessment tax return to be completed and submitted by the due date,
(d) To forward to Us on receipt copies of all statements of account, letters and other communications received from HM Revenue & Customs to enable Us to deal with them as may be necessary within the statutory time limits,
(e) That We can approach such third parties as may be appropriate for information that We consider necessary to deal with Your affairs and undertake to authorise such third parties to communicate directly with Us,
(f) That You must sign and return the enclosed HM Revenue & Customs form 64-8,(or We can arrange for You to give Us on-line client authorisation), which authorises HM Revenue & Customs to send Us copies of formal notices. In practice, HM Revenue & Customs will treat this as authority to correspond with Us, in which case they will not correspond with You except to the extent that they are formally required to do so. However, this authority does not apply to all HM Revenue & Customs correspondence, and even where it does, HM Revenue & Customs sometimes overlook it. We therefore recommend that You always send Us the originals or copies of all communications You receive from HM Revenue & Customs.

Section 9 VAT returns (If marked as a Required Service according to Annex I to the Letter of Engagement)

9.1 You have asked Us to undertake the completion of Your VAT returns. We cannot be held responsible for any penalties or default surcharges arising from the late submission of VAT returns However, We will endeavour to meet the relevant deadlines if We receive all Your company’s VAT records within 14 days of the end of the VAT return period. You have undertaken to ensure that:
(a) All relevant VAT records are forwarded to Us within 14 days of the end of the VAT return period,
(b) Valid VAT invoices are received by You and forwarded to Us for all payments where VAT is being reclaimed,
(c) The VAT rating of supplies is correctly dealt with, i.e. between positive and zero rates and exempt supplies,
(d) We are notified in writing of any positive-rated own consumption,
(e) Any input VAT on non-business expenditure is clearly marked on supporting invoices,
(f) We are notified each quarter of any payments to or for the benefit of directors or staff for fuel used for private mileage, together with the business mileage for each such person, for each quarter,
(g) All supplies made by the business are shown in the records made available to Us.
9.2 It is understood by You that Our appointment as Your agent does not absolve Your company or its directors from their statutory responsibilities. We draw Your attention to the strict rules and time limits for the submission of such returns and the substantial penalties which may arise if these are not observed. It is therefore essential that We receive full information from You promptly to enable Us to ensure that the returns are made on a timely basis. Completed returns will be sent to You for approval and signature prior to submission on Your company’s behalf.

Section 10 Online Accounting and Banking Service (If marked as a Required Service according to Annex I to the Letter of Engagement)

10.1 We will at times require remote access to Your computer system to fulfil the agreed work e.g. Sage software and on line banking.
10.2 We will not be liable for any loss or corruption of data files or Your computer systems and You agree to release and indemnify Us from any and all claims, legal litigation, legal costs, damages, or any and all losses arising.

Section 11 Company Secretarial Services (If marked as a Required Service according to Annex I to the Letter of Engagement)

11.1 A private company is required to file its accounts at Companies House within 9 months of the year end. The company will be liable to a fine if it fails to do so. In order to avoid this We will produce statutory accounts, suitable for filing, within the required period, provided all Your records are complete and presented to Us within six months of Your company’s year-end, and all subsequent queries are promptly and satisfactorily answered.
11.2 We will act as your agent, and We will:
(a) Submit the financial statements to the Registrar of Companies,
(b) Complete and submit the company’s annual return,
(c) Complete and submit any other forms which are required by law to be filed at Companies House, provided that you keep us fully informed of any relevant changes or events which are required to be notified to Companies House, within one week of the change or event,
(d) Maintain the statutory books.

Section 12 Additional Services (If marked as a Required Service according to Annex I to the Letter of Engagement)

12.1 If there are other areas where We can be of service, such as secretarial and administration services, please get in touch to discuss.
12.2 Any additional Specific Terms of Business will be agreed between Us as appropriate to the nature of the additional services that You require.