These terms of business (updated July 2026) set out the terms on which we are to act for you and should be read in conjunction with our current engagement letter and associated appendices. All work is carried out under these terms except where changes are agreed in writing.
If any provision of our engagement letter and associated appendices or terms of business is judged 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 including the associated appendices, the relevant provision in the engagement letter and associated appendices will take precedence.
1. Applicable law
1.1 These Terms of Business, in conjunction with the engagement letter including all appendices shall be governed by, and construed in accordance with, English law. The courts of England and Wales shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter (including the firm’s terms of business) 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 inappropriate forum, or to claim that those courts do not have jurisdiction
2. Limitation of liability
2.1 We will provide our professional services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence, wilful default or breach of contract, subject to a maximum liability as noted in paragraph 2.8. However, to the fullest extent permitted by law, 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 yours or others’ failure to supply any appropriate information (at all or on a timely basis) or your failure to act on our advice or respond promptly to communications from us or any public sector body (such as HMRC, Companies House etc.).
2.2 We cannot be responsible for matters outside our control such as delay by a government department in dealing with an enquiry, information technology (IT) failures by government department, regulatory body, software provider, telecommunications provider or other third party outside our reasonable control.
2.3 Professional advice is often time critical and 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 light of any change in law or your circumstances. Furthermore, we will not accept any liability for losses arising from a change in the law or the interpretation thereof that are first published after the date on which we gave advice.
2.4 You agree to hold harmless and indemnify us, our principals, subcontractors, consultants, agents and staff, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) provided by you orally or in writing in connection with this agreement.
2.5 You have agreed that you will not bring any claim in connection with services we provide to you against any of our principals, subcontractors, consultants, agents or staff personally.
2.6 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 that advice to be confirmed in writing.
2.7 Our work is not, unless there is a legal or regulatory requirement, to be disclosed to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them. Any person who is 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.
2.8 Other than where we act as an independent examiner in respect of a charity or where we act as reporting accountant to the Civil Aviation Authority (CAA) in respect of an ATOL assignment the firm’s liability as defined in paragraph 2.1 which has arisen from an action or inaction by the firm is limited to twice the agreed annual fee irrespective of whether this gives rise to one or multiple claims. Regarding reporting to the CAA in respect of ATOL assignments our liability is capped in accordance with the CAA capping formula, regarding independent examination on charities, our liability is limited to twice the agreed annual fee.
3. Professional rules and practice guidelines
3.1 We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the Association of International Accountants (AIA) and accept instructions to act for you on the basis that we will act in accordance with those guidelines.
3.2 We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. Copies of these requirements are available for your inspection at our offices. The requirements are also available on the internet at:
https://www.aiaworldwide.com/insights/ethics
4. Conflicts of interest, independence and confidentiality
4.1 You agree that we may act during this engagement for other clients whose interests are or may be adverse to yours, subject of course to the obligations of confidentiality referred to below. We confirm that we will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to you. 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.
4.2 If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. Where possible this will be done on the basis of your informed consent.
4.3 If we become aware of a dispute between the parties who own or are involved in the ownership or management of the entity or partnership, we will not provide information or services to one party without the express written permission of all other parties. Also, unless otherwise agreed by all parties we will continue to supply information to the client, defined as the address of our engagement letter to their normal place of business for the attention of the management of the entity or partnership. If conflicting advice, information or instructions are received from different members of management, we will refer the matter back to those charged with governance of the entity or partnership and take no further action until they have agreed on the course of action to be taken.
4.4 Where you give us confidential information we shall keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements.
4.5 We may, on occasions, subcontract work to other professionals. Our subcontractors will be bound by our client confidentiality terms.
4.6 We reserve the right, for the purpose of advertising, training or for other business purposes, to mention that you are a client, we will not disclose any confidential information. We will not use your name, logo or the fact that you are a client in advertising, marketing, case studies or other promotional material without your prior written consent.
4.7 You agree that it will be sufficient compliance with our duty of confidence for us to take appropriate technical and organisational measures having regard to the nature and sensitivity of the information to preserve confidential information both during and after the termination of this engagement.
5. Quality control
5.1 As part of our commitment to providing a quality service, our work is periodically subject to an independent quality control review. Our reviewers are highly experienced professional people and are bound by the same requirements for confidentiality as our principals, subcontractors, consultants and staff.
6. Data protection
6.1 We process personal data in accordance with the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 and any other applicable data protection legislation in force from time to time.
Our registration number with the Information Commissioner’s Office (ICO) is ZA043938.
6.2 We take the privacy and security of personal data seriously. We will only collect, use, store and process personal data where we have a lawful basis to do so, including:
- performance of a contract with you;
- compliance with legal and regulatory obligations;
- our legitimate business interests; and
- where required by law, your consent.
6.3 We act as either a Data Controller or a Data Processor depending upon the nature of the services provided. Where we act as a Data Processor on your behalf, we will process personal data only in accordance with your lawful instructions and applicable data protection legislation. Where required, the relevant data processing terms will be contained in the engagement letter, a service appendix or a separate data processing agreement.
6.4 Our Privacy Notice explains how we collect, use, retain and protect personal data and sets out the rights available to individuals under UK GDPR. A current copy of our Privacy Notice is available on our website at www.itandaccounting.co.uk/about-us/privacy-notice. Information regarding our retention periods can be found in our Privacy Notice and in Section 10 of these Terms of Business.
6.5 Individuals whose personal data we process may have rights under applicable data protection legislation, including rights of access, rectification, restriction, objection, data portability and, in certain circumstances, erasure. Individuals also have the right to lodge a complaint with the Information Commissioner’s Office.
6.6 Any personal data received from you to comply with our obligations under The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) will be processed only for the purposes of preventing money laundering, terrorist financing and complying with our legal obligations. No other use will be made of such personal data unless permitted by law or with the consent of the data subject where appropriate.
6.7 In order to provide our services efficiently and securely, we may use carefully selected third-party suppliers, including cloud-based software and hosting providers, to process and store information on our behalf. Where such suppliers process personal data, we will ensure that appropriate contractual, technical and organisational safeguards are in place to protect personal data and comply with applicable data protection legislation.
6.8 Some of our suppliers may process, access or store personal data outside the United Kingdom. Where personal data is transferred internationally, we will ensure that appropriate safeguards are implemented in accordance with UK GDPR requirements.
6.9 We maintain appropriate technical and organisational measures designed to protect personal data against unauthorised or unlawful processing, accidental loss, destruction or damage. However, no system of storage or transmission can be guaranteed to be completely secure.
6.10 We maintain procedures for identifying, investigating and managing personal data breaches and, where required by law, will notify the ICO and affected individuals in accordance with our legal obligations.
6.11 If you or another individual wishes to complain about our processing of personal data, the complaint may be submitted using the contact details set out in our Privacy Notice. We will acknowledge a data protection complaint within 30 days and will investigate and respond without undue delay. This does not affect an individual’s right to complain directly to the Information Commissioner’s Office
7. Secure communication and data transfer
7.1 In the course of providing services to you, we may communicate and exchange information using a variety of methods, including:
- encrypted email;
- password-protected email attachments;
- secure client portals;
- cloud-based collaboration and document management systems;
- Microsoft 365, Azure, OneDrive, SharePoint and similar business platforms;
- secure file transfer services;
- telephone, video conferencing and other electronic communication methods; and
- standard email communications.
7.2 We implement appropriate technical and organisational measures to protect information during transmission and storage, including, where appropriate, encryption, multi-factor authentication, access controls and secure backup arrangements.
7.3 Where you request or agree that information may be sent by standard email or another communication method that is not encrypted, you acknowledge and accept the risks associated with such communications, including the possibility of interception, unauthorised access, delay, corruption or non-delivery. We may nevertheless decline to use a method that we reasonably consider inappropriate having regard to the nature or sensitivity of the information.
7.4 Internet-based communications are capable of being intercepted, corrupted, delayed, lost or affected by malicious software. Whilst we take reasonable precautions to minimise such risks, we cannot guarantee the security, integrity or timely delivery of information transmitted electronically.
7.5 Neither party shall be liable solely because malicious software was transmitted despite that party having maintained reasonable and appropriate security precautions. This clause does not exclude liability arising from negligence, wilful misconduct or failure to comply with agreed security measures.
7.6 We may use third-party cloud service providers and software platforms to support the delivery of our services. Before engaging such providers, we undertake appropriate due diligence regarding security, reliability, regulatory compliance and business continuity arrangements. We periodically review these providers to ensure they continue to meet our requirements.
7.7 Whilst we take reasonable care in selecting and monitoring third-party providers, we cannot be held responsible for interruptions, failures or security incidents arising solely from circumstances outside our reasonable control affecting those providers.
7.8 If you have specific security, encryption or communication requirements, you must notify us in writing. We will use reasonable endeavours to accommodate such requirements where practicable and appropriate.
8. Fees and commissions
8.1 Our fees are based upon the degree of responsibility and skill involved, the importance and value of the advice that we provide, the risk level, and the time necessary to complete the work.
8.2 Where we provide you with an estimate of our fees, then the estimate will not be contractually binding unless we state that this will be the case. Unless agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.
8.3 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.
8.4 Fees are charged separately for each of the main classes of work we perform for you and will be billed at appropriate intervals during the course of the year. Our fees are exclusive of VAT which will be added where it is chargeable.
Our VAT registration number is GB 892 5276 86.
8.5 Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our engagement will be added to our invoices where appropriate.
8.6 You may be entitled to assistance regarding the payment of our fees, particularly in relation to any investigation into your tax affairs by HMRC. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Until settled, you remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.
8.7 Fees are due for payment within 14 days of the date on the invoice.
8.8 All queries regarding our invoices must be made in writing within 14 days of the invoice date. Any invoice received by you and not queried will be deemed to be accepted as a reasonable charge for our services.
8.9 Unless you meet the definition of a consumer, we reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to terminate our engagement by giving written notice if payment of any invoice is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.
8.10 Subject to applicable law and our professional obligations, we reserve the right to exercise a particular lien over documents belonging to you that are in our possession and relate directly to work for which fees and disbursements remain unpaid. We will not exercise a lien over client money, documents that must by law be delivered to you or a third party, or records where withholding them would be contrary to our professional obligations.
8.11 In some circumstances commissions or other benefits may become payable to us, in respect of introductions to other professionals or transactions which we arrange for you. If this happens, we will notify you in writing of the amount, the terms of payment and receipt of any such commissions or benefits. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits. By accepting these terms after receiving the relevant disclosure, you agree that we may retain the commission or benefit and that we will not be required to account to you for it.
8.12 Regarding your affairs, if it becomes necessary for us to communicate with a regulator or public sector body, as a result of any statutory duty imposed upon us, we reserve the right to charge for time taken to fulfil these reporting duties, irrespective of whether any communications occur during our engagement or after it has been terminated.
8.13 If you and another person are acting together as a client of ours, you are each liable for paying the full amount of our invoices, regardless of any arrangement you have between yourselves. If a company, trust or other organisation cannot or will not pay our fees, the organisation’s directors, parent company or authorised representatives giving us instructions on behalf of the organisation will be liable, together and separately, for paying our fees.
8.14 We can end or suspend further services until we receive your payment if an invoice is overdue. If we do this, we will let you know in writing. If we do end or suspend services, our contractual duty of care to you under general law will end.
8.15 If we stop acting for you, we will respond to reasonable professional enquiries and provide client-owned records in accordance with our legal and professional obligations. We will not charge for routine professional clearance. We may charge a reasonable fee for additional work requested by you or your successor, including preparing bespoke schedules, reconstructing records, extensive copying or undertaking work outside our normal handover obligations. We will notify you of any proposed charge in advance.
9. The best service
9.1 We aim to provide a high quality of service which is both efficient and effective at all times. If at any time you would like to discuss with us how our service to you could be improved or if you are concerned with the service which you are receiving, please let us know by telephoning Marcel Jung on (01622) 808-577 or emailing us or writing to 28 Harrow Way, Maidstone, Kent, ME14 5TU..
9.2 We undertake to consider any comments carefully and promptly and to do all we can to explain the position to you. We will acknowledge your letter within five business days of receipt and endeavour to address your complaint within 8 weeks.
9.3 We undertake to do everything reasonable to resolve any problems and if you are still not satisfied you may, of course, take up matters with the Association of International Accountants (AIA).
Association of International Accountants
Staithes 3
The Watermark
Metro Riverside
Newcastle upon Tyne
NE11 9SN
United Kingdom
Email: complaints@aiaworldwide.com
9.4 Where you meet the definition of a consumer, should we be unable to resolve your complaint, you may be able to refer your complaint to an alternative dispute resolution (ADR) provider. We will provide you with details of such a provider if we are unable to resolve your complaint internally. This is in addition to your ability to contact our regulatory body.
10. Retention of and access to records
10.1 We own all information such as working papers, letters, emails, memos, file notes of meetings and phone calls and copies of other original documents which we create or which we receive either in our own right or as your agent.
10.2 You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we will collect information from you and others relevant to your tax and financial affairs. We will return any original documents to you following the completion of the assignment. Documents and records relevant to your affairs are required by law to generally be retained six years from the end of the accounting period.
10.3 Our policy is to destroy correspondence and other documents relating to your affairs that legally belong to us, which are more than six years old, other than documents which we consider to be of continued significance. Whilst we continue to act for you documents that legally belong to you will be retained for the same period, however, if you require retention of any documents for any longer period, you must notify us of that fact in writing. On cessation of our appointment, we reserve the right to destroy documents that legally belong to you after six months if you have not collected them.
10.4 We can convert information records and data, no matter who owns it, into electronic format (for example, digital images) and then destroy the original documents. If you need us to return information to you, we may supply it either in electronic format or as a print of the image. We will not normally destroy an original document where its original form has continuing legal significance unless you have expressly authorised us to do so.
11. Provision of Services Regulations 2009
11.1 In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is Hiscox Business Insurance, of The Hiscox Building, Peasholme Green, York, YO1 7PR The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States of America or Canada.
12. Clients’ Money Regulations
12.1 We may, from time to time, hold client money on your behalf. The money will be held in trust in a client bank account, which is segregated from the firm’s funds. The bank account will be operated, and all funds dealt with, in accordance with the Association of International Accountants (AIA) Public Practice Regulations.
12.2 Fees paid by you in advance for professional work to be performed and clearly identifiable as such will not be regarded as clients’ money.
12.3 Client monies will be held in an interest-bearing bank account. To avoid excessive administration, interest will only be remitted to you where the amount earned in any calendar year exceeds £25.
12.4 Where we receive client money for you which exceeds £10,000, and it is anticipated that the money will be held by us for more than 30 days, we will put the money into a designated interest-bearing client bank account and pay the interest to you. Subject to any tax legislation, interest will be paid gross.
12.5 We will return monies held on your behalf as soon as there is no longer any reason to retain those funds. If any funds remain in our client bank account, that are unclaimed and we are unable to trace you for five years or more, the Association of International Accountants (AIA) Public Practice Regulations permit us to pay those monies to a registered charity, if the balance is in excess of £10,000, we will enter into an indemnity arrangement with the registered charity.
13. Client identification
13.1 As with other professional services firms, we are required to identify our clients for the purposes of UK anti-money laundering and anti-terrorist financing legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with this engagement.
13.2 We may be required by law to make a report to the National Crime Agency (NCA) or another competent authority where we know or suspect, or have reasonable grounds to know or suspect, money laundering or terrorist financing. We may be prohibited from informing you that a report has been made or from explaining the reasons for any delay or interruption in our services. We will not be liable for any delay or other consequence arising from our good-faith compliance with these legal obligations.
14. Investment advice
14.1 If during the provision of professional services to you, you require advice on investments, we may have to refer you to someone who is authorised by the Financial Conduct Authority (FCA) or is an appointed representative of an organisation who is authorised by the FCA or licensed by a designated professional body, as we are not.
15. Intellectual property rights
15.1 Subject to payment of our fees, we grant you a non-exclusive licence to use documents prepared by us for the purpose for which they were prepared. You may not reproduce, modify or use them for another purpose, or provide them to a third party for reliance, without our written consent.
16. Staff
16.1 Our staff are assigned to you on the mutual understanding that neither party will offer employment to, nor employ, the staff of the other who have been involved during the assignment, or dealing with you, within 12 months unless written consent has been obtained from either party. If such consent is given either party reserves the right to bill an appropriate fee of 25% of annual salary on appointment plus VAT.
17. Continuity of services
17.1 In the event of the principal’s long-term incapacity, death or inability to continue practicing, Mrs Kim Lee of SKL Solutions Ltd has been appointed as the practice alternate. The alternate may take reasonable steps to safeguard client records, identify urgent deadlines and maintain continuity while appropriate arrangements are made. They are a qualified accountant and are regulated by Institute of Chartered Accountants of Scotland (ICAS). This is known as an ‘alternate arrangement’ and is a requirement of our Regulatory Body.
17.2 Where the incapacity is temporary, the alternate may manage urgent matters until the principal resumes their duties.
17.3 Where the incapacity is permanent, the alternate may facilitate the orderly transfer of your affairs to another professional adviser of your choice. The appointment of the alternate does not automatically make the alternate your professional adviser, and a separate engagement may be required.
17.4 You agree that our appointed alternate may access information relating to your affairs where reasonably necessary to ensure continuity of service and compliance with our professional and regulatory obligations.
18. Your right to cancel
The following section is only applicable if you meet the legal definition of a consumer.
18.1 You have the right to cancel this contract within 14 days without giving any reason. The cancellation period will expire after 14 days after the day on which the contract is entered into. To exercise this right, you must provide us with a clear statement sent in the post or by email. To meet the cancellation deadline, it is sufficient for you to have sent your communication which confirms cancellation before the cancellation period has expired.
18.2 A right to cancel form is available, however, there is no requirement for you to use this form, only for us to give you access to a suitable form.
18.3 If you cancel this contract under your right to cancel, we will reimburse to you all payments received from you. We will make the reimbursement without undue delay and not later than 14 days after the day on which we are informed about your decision to cancel this contract. We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
18.4 We will provide services during the cancellation period only if you instruct us to start work before the expiry of the cancellation period in writing. If you have asked us to begin the performance of services during the cancellation period, you will be liable to pay for the work performed during this period.
19. Termination of engagement
19.1 This engagement may be terminated by either party giving not less than 21 days’ written notice to the other party, except where you fail to cooperate with us or where we suspect that you have provided us or a regulatory or government body including HMRC with misleading information, in which case we may terminate this engagement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
19.2 We reserve the right to terminate the engagement between us with immediate effect in the event of: your insolvency, bankruptcy or other arrangement being reached with creditors; an independence issue or change in the law which means we can no longer act; failure to pay our fees by the due dates; or either party being in breach of their obligations if this is not corrected within 30 days of being asked to do so.
19.3 In the event of termination of this engagement, we will endeavour to agree with you arrangements for the completion of work in progress, 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.
19.4 On withdrawal from this engagement, our fees for work performed up to that date will be payable by you.
20. Disengagement
20.1 Should we cease to act for you, we will normally issue a disengagement letter to ensure that respective responsibilities of both parties are clear. This will also help in ensuring an efficient handover between professional advisers.
20.2 Should we have no contact with you for a period in excess of one year we may issue a disengagement letter to your last known address and hence cease to act provided that we have taken reasonable steps to contact you and there is no known outstanding filing, payment or other deadline for which we have accepted responsibility.
21. Change to these standard terms of business
21.1 We may update these standard terms from time to time to reflect changes in law, regulation, professional requirements, technology or our working practices. We will notify you of any material change that affects an existing engagement. A material change will take effect on the date stated in our notice, but will not retrospectively alter rights or obligations that have already accrued. Where a change materially alters the nature or price of the services, we will seek your agreement where required.