Service Schedules

These schedules should be read in conjunction with the Letter of Engagement and standard Terms of Business.

Service	Page
Personal Tax	2
Trusts and Estates	5
Partnerships	8
Limited Liability Partnerships (LLPs)	11
Companies (pre-tagged)	14
Companies (tagged)	17
Payroll	21
Benefits-in-Kind	26
VAT Returns	29
HMRC tax investigations	32
General Accounts Preparation	34
Cash flow / profit forecasts	39
Management Accounts	42
Bookkeeping	45
Cloud accounting	46
Annual Tax on Enveloped Dwellings (“ATED”)	47
Community Amateur Sports Club Tax	49
Charities	52
Pension Schemes	54
Third Party References	55
Registered Office	56
Data Processor Agreement	57

Personal Tax – individuals, sole traders and couples

Recurring compliance work

We will prepare your self assessment tax returns together with any supplementary pages required from the information and explanations that you provide to us. After obtaining your approval and signature, we will submit your returns to HM Revenue & Customs (HMRC).

We will prepare your business accounts in accordance with generally accepted accounting practice from the books, accounting records and other information and explanations provided to us on your behalf.

We will calculate your income tax, national insurance contributions (NIC) and any capital gains tax liabilities and tell you how much you should pay and when. We will advise on the interest, penalty and surcharge implications if tax or NIC is paid late. We will also check HMRC’s calculation of your tax and NIC liabilities and initiate repayment claims if tax or NIC has been overpaid.

Other than as regards tax credits (see below) we will advise you as to possible tax return related claims and elections arising from information supplied by you. Where instructed by you, we will make such claims and elections in the form and manner required by HMRC.

We will review PAYE notices of coding provided to us and advise accordingly.

Ad hoc and advisory work

Where you have instructed us to do so, we will also provide such other taxation ad hoc and advisory services as may be agreed between us from time to time. These may be the subject of a separate engagement letter at our option. Where appropriate we will discuss and agree an additional fee for such work when it is commissioned by you. Examples of such work include:

Advising on ad hoc transactions, preparing additional supplementary pages to your tax return and calculating any related liabilities;

Dealing with any enquiry opened into your tax return by HMRC;

Preparing any amended returns which may be required and corresponding with HMRC as necessary; and

Advising on the rules relating to and assisting with VAT registration.

Where specialist advice is required on occasions we may need to engage with you under a separate Letter of Engagement.

Tax Credits

If we agree to advise you on tax credits we will issue a separate letter or schedule to cover this area. Tax credits are, in effect, a social security benefit. Your entitlement or otherwise will depend not only on your own circumstances but also those of your household and we would require all relevant information to advise in this regard.

Changes in the law

We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or your circumstances.

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

Your responsibilities

You are legally responsible for:

(a) Ensuring that your self assessment tax returns are correct and complete;

(b) Filing any returns by the due date; and

Making payment of tax on time.

Failure to do this may lead to automatic penalties, surcharges and/or interest.

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

To enable us to carry out our work you agree:

(a) That all returns are to be made on the basis of full disclosure of all

sources of income, charges, allowances and capital transactions;

(b) To provide full information necessary for dealing with your affairs: we

will rely on the information and documents being true, correct and

complete and will not audit the information or those documents;

for information that we consider necessary to deal with your affairs; and

(d) To provide us with information in sufficient time for your tax return to be completed and submitted by the due date following the end of the tax year. In order that we can do this, we need to receive all relevant information by 30 September. Where feasible we may agree to complete your return within a shorter period but may charge an additional fee of up to 50% additional of the original fees agreed for so doing.

You will keep us informed of material changes in your circumstances that could affect your tax liability. If you are unsure whether the change is material or not please let us know so that we can assess its significance.

You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC in time to enable us to deal with them as may be necessary within the statutory time limits. Although HMRC have the authority to communicate with us when form 64-8 has been signed and submitted it is essential that you let us have copies of any correspondence received because HMRC are not obliged to send us copies of all communications issued to you.
You are responsible for monitoring your monthly turnover to establish whether you are liable to register for VAT. If you do not understand what you need to do, please ask us. If you exceed the VAT registration threshold, and wish us to assist you in notifying HMRC of your liability to be VAT registered we will be pleased to assist you in the VAT registration process. You should notify us of your instructions to assist in your VAT registration in good time to enable a VAT registration form to be submitted within the time limit of one month following the month in which you exceed the VAT registration threshold in force at that time. We will not be responsible if you fail to notify us in time and incur a late registration penalty as a result.
Our services as set out above are subject to the limitations on our liability set out in the engagement letter and in paragraphs 8 to 10 of our standard Terms of Business. These are important provisions which you should read and consider carefully.

Trusts and estates

Recurring compliance work

We will prepare the Trust/Estate’s tax returns together with any supplementary pages required from the information and explanations that you provide to us. After obtaining approval from the Nominated Trustee or other Nominated Person and signature we will submit your returns to HM Revenue & Customs (HMRC).

We will maintain the accounting records of the Trust/Estate on your behalf from the information and explanations provided to us on your behalf for the purposes of preparing the annual accounts and tax returns.

Where appropriate, we will prepare the income and expenditure and capital accounts of the Trust/Estate in accordance with generally accepted accounting practice from the accounting records and other information and explanations provided by you and will obtain your approval of the accounts.

Where appropriate, we will calculate the income tax and capital gains tax liabilities of the Trust/Estate and will advise you how much you should pay and when. We will advise you on the interest, penalty and surcharge implications if tax is paid late. We will also check HMRC’s calculation of the tax liabilities and initiate repayment claims if tax has been overpaid.

We will advise you as to possible tax return related claims and elections arising from information supplied by you. Where instructed by you we will make such claims and elections in the form and manner required by HMRC.

Where the terms of the Trust/Will require income or capital payments to be made to the beneficiaries, we will assist you in preparing all necessary forms relating to such payment.

Ad hoc and advisory work

Where you have instructed us to do so, we will provide such other taxation ad hoc and advisory services as may be agreed between us from time to time. These may be the subject of a separate engagement letter at our option. Where appropriate we will discuss and agree an additional fee for such work when it is commissioned by you. Examples of such work include:

Advising you of the occasions of charge to inheritance tax, the basis of the charge and when the tax liability is due for payment;

Advising on ad hoc transactions (for example the sale of assets held by the Trust/Estate) preparing the additional supplementary pages to the Trust/Estate’s tax return and calculating any related liabilities;

Dealing with any enquiry opened into the Trust/Estate’s tax return by HMRC; and

Preparing any amended returns which may be required and corresponding with HMRC as necessary.

Where specialist advice is required on occasions we may need to engage with you under a separate Letter of Engagement.

Changes in the law

We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or your circumstances.

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

Your responsibilities

As Trustees you have legal responsibility for:

(a) Ensuring that the Trust/Estate’s self assessment tax returns are correct and complete;

(b) Filing any returns by the due date; and

Failure to do this may lead to automatic penalties, surcharge and/or interest.

Trustees and / or Executors who sign their returns cannot delegate this legal responsibility to others. You agree to check that returns that we have prepared are complete before you approve and sign them.

To enable us to carry out our work you agree:

(a) That all returns are to made on the basis of full disclosure of all sources of income, charges, allowances and capital transactions;

(b) To provide all information necessary for dealing with the Trust/Estate’s taxation affairs: we will rely on the information being true, correct and complete and will not audit the information;

(d) To authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with the Trust/Estate’s taxation affairs; and

(e) To provide us with information in sufficient time for the Trust/Estate’s return to be completed and submitted by the due date following the end of the tax year. In order that we can do this, we need to receive all relevant information by 30 September. Where feasible we may agree to complete your return within a shorter period but may charge an additional fee of up to 50% additional of the original fees agreed for so doing.

You will keep us informed of material changes in circumstances that could affect the income, capital gains and inheritance tax liabilities of the Trust/Estate. If you are unsure whether the change is material or not please let us know so that we can assess its significance.

You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC by you in time to enable us to deal with them as may be necessary within the statutory time limits. Although HMRC have the authority to communicate with us when form 64-8 has been signed and submitted it is essential that you let us have copies of any correspondence received because HMRC are not obliged to send us copies of all communications issued to you.
If you carry on a business as Trustees/Executors and make supplies for VAT purposes you are responsible for monitoring the monthly turnover to establish whether you are liable to register for VAT. If you do not understand what you need to do, please ask us. If the VAT registration threshold is exceeded, and you would like us to assist in notifying HMRC of your liability to be VAT registered we will be pleased to assist in the VAT registration process. Please notify us of your instructions to assist with the VAT registration in good time to enable a VAT registration form to be submitted within the time limit of one month following the month in which the VAT registration threshold in force at that time was exceeded. We will not be responsible if you fail to notify us in time and incur a late registration penalty as a result.
You are reminded that under the Trustee Act 2000 it is your responsibility to regularly review the Trust investments and to have a clear investment policy.

Our services as set out above are subject to the limitations on our liability set out in the engagement letter and in paragraphs 8 to 10 of our standard Terms of Business. These are important provisions which you should read and consider carefully.

Partnerships

Recurring compliance work

We will prepare the Partnership self assessment tax returns and the annual Partnership Statements together with any supplementary pages required from the information and explanations that the Partnership provides to us. After obtaining the approval and signature of one of the Partners nominated to deal with the Partnership’s tax affairs we will submit these to HM Revenue & Customs (HMRC).

We will prepare the Partnership business accounts in accordance with generally accepted accounting practice from the books, accounting records and other information and explanations provided to us by you and/or by others on your behalf.

We will prepare the income tax and capital gains tax computations based on the Partnership’s business accounts for inclusion in the Partnership tax return.

If instructed we will provide each partner or their agent with details of the partner’s allocations from the return to enable partners to fill in their self assessment tax returns.

We will advise you as to possible tax return related claims and elections arising from information supplied by the Partnership. Where instructed by you we will make such claims and elections in the form and manner required by HMRC.

Ad hoc and advisory work

Where you have instructed us to do so, we will also provide such other taxation advisory and ad hoc services as may be agreed between from time to time. These may be the subject of a separate engagement letter at our option. Where appropriate we will discuss and agree an additional fee for such work when it is commissioned by you. Examples of such work include:

Dealing with any enquiry opened into the Partnership tax return by HMRC; and

Preparing any amended returns which may be required and corresponding with HMRC as necessary

Where specialist advice is required on occasions we may need to engage with you under a separate Letter of Engagement.

Changes in the law

We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or your circumstances.

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

Your responsibilities

The Partners are legally responsible for:

(a) Ensuring that the Partnership self assessment tax returns are correct and complete;

(b) Filing any returns by the due date; and

Failure to do this may lead to automatic penalties, surcharges and/or interest.

Taxpayers who sign their returns cannot delegate this legal responsibility to others. The Nominated Partner agrees to check that returns and partnership statements we have prepared for the Partnership are complete before you approve and sign them.

To enable us to carry out our work you agree:

(a) That all returns are to be made on the basis of full disclosure of all

sources of income, charges, allowances and capital transactions;

(b) To provide all information necessary for dealing with the Partnership affairs: we will rely on the information and documents being true, correct and complete and will not audit the information or those documents;

(c) To authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with the Partnership affairs; and

(d) To provide us with information in sufficient time for the Partnership tax return to be completed and submitted by the due date following the end of the tax year. In order that we can do this, we need to receive all relevant information by 30 September. Where feasible we may agree to complete your return within a shorter period but may charge an additional fee of up to 50% additional of the original fees agreed for so doing.

You will keep us informed of material changes in circumstances that could affect the tax liabilities of the partners including, by way of example, changes in the partners in the Partnership. If you are unsure whether the change is material or not please let us know so that we can assess its significance.

You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC in time to enable us to deal with them as may be necessary within the statutory time limits. Although HMRC have the authority to communicate with us when form 64-8 has been signed and submitted it is essential that you let us have copies of any correspondence received because HMRC are not obliged to send us copies of all communications issued to you.
The work carried out within this engagement will be in respect of the Partnership’s tax affairs. Any work to be carried out for the individual partners will be set out in a separate letter of engagement.

You are responsible for monitoring the Partnership’s monthly turnover to establish whether it is liable to register for VAT if it is not already registered. If you do not understand what you need to do, please ask us. If it exceeds the VAT registration threshold, and you wish us to assist in notifying HMRC of its liability to be VAT registered we will be pleased to assist in the VAT registration process. You should notify us of your instructions to assist in the VAT registration in good time to enable a VAT registration form to be submitted within the time limit of one month following the month in which the VAT registration threshold in force at that time was exceeded. We will not be responsible if you fail to notify us in time and incur a late registration penalty as a result.

Our services as set out above are subject to the limitations on our liability set out in the engagement letter and in paragraphs 8 to 10 in our standard Terms of Business. These are important provisions which you should read and consider carefully.

Limited liability partnerships (LLP)

Recurring compliance work

We will prepare the LLP self assessment tax returns and the annual Partnership Statements together with any supplementary pages required from the information and explanations that the LLP provides to us. After obtaining the approval and signature of one of the Nominated Members of the LLP responsible for dealing with the LLP’s tax affairs we will submit these to HM Revenue & Customs (HMRC).

We will prepare the Partnership business accounts in accordance with generally accepted accounting practice from the books, accounting records and other information and explanations provided to us on your behalf.

We will prepare the income tax and capital gains tax computations based on the LLP’s business accounts for inclusion in the Partnership tax return.

If instructed we will provide each member or their agent with details of the member’s allocations from the return to enable members to fill in their self assessment tax returns.

We will advise you as Members of the LLP as to possible tax return related claims and elections arising from information supplied by the LLP. Where instructed by you we will make such claims and elections in the form and manner required by HMRC.

Ad hoc and advisory work

Where you have instructed us to do so, we will also provide such other taxation advisory and ad hoc services as may be agreed between us from time to time. These may be the subject of a separate engagement letter, at our option. Where appropriate we will discuss and agree an additional fee for such work when it is commissioned by you. Examples of such work include:

Dealing with any enquiry opened into the Partnership tax return by HMRC; and

Preparing any amended returns which may be required and corresponding with HMRC as necessary

Where specialist advice is required on occasions we may need to engage with you under a separate Letter of Engagement.

Changes in the law

We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or your circumstances.

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

Your responsibilities

The Members are legally responsible for:

(a) Ensuring that the Partnership self assessment tax returns are correct and complete;

(b) Filing any returns by the due date; and

Failure to do this may lead to automatic penalties, surcharges and/or interest.

Taxpayers who sign their returns cannot delegate this legal responsibility to others. The Nominated member of the LLP agrees to check that returns and partnership statements we have prepared for the LLP are complete before he/she approves and signs them.

To enable us to carry out our work you agree:

(a) That all returns are to be made on the basis of full disclosure of all

sources of income, charges, allowances and capital transactions;

(b) To provide all information necessary for dealing with the LLP’s affairs: we will rely on the information and documents being true, correct and complete and will not audit the information or those documents;

(c) To authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with the LLP’s affairs; and

(d) To provide us with information in sufficient time for the LLP tax return to be completed and submitted by the due date following the end of the tax year. In order that we can do this we need to receive all relevant information by 30 September. Where feasible we may agree to complete your return within a shorter period but may charge an additional fee of up to 50% additional of the original fees agreed for so doing.

You will keep us informed of material changes in circumstances that could affect the tax liabilities of the partners including, by way of example, changes in the members in the LLP. If you are unsure whether the change is material or not please let us know so that we can assess its significance.

You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC in time to enable us to deal with them as may be necessary within the statutory time limits. Although HMRC have the authority to communicate with us when form 64-8 has been signed and submitted it is essential that you let us have copies of any correspondence received because HMRC are not obliged to send us copies of all communications issued to you.
The work carried out within this engagement will be in respect of the LLP’s tax affairs. Any work to be carried out for the individual members will be set out in a separate letter of engagement.

You are responsible for monitoring the LLP’s monthly turnover to establish whether it is liable to register for VAT if it is not already registered. If you do not understand what you need to do, please ask us. If it exceeds the VAT registration threshold, and you wish us to assist in notifying HMRC of its liability to be VAT registered we will be pleased to assist in the VAT registration process. You should notify us of your instructions to assist in the VAT registration in good time to enable a VAT registration form to be submitted within the time limit of one month following the month in which the VAT registration threshold in force at that time was exceeded. We will not be responsible if you fail to notify us in time and incur a late registration penalty as a result.

Our services as set out above are subject to the limitations on our liability set out in the engagement letter and in paragraphs 8 to 10 of our standard Terms of Business. These are important provisions which you should read and consider carefully.

Companies – Pre-tagged accounts

Recurring compliance work

We will prepare the company’s corporate tax self assessment (CTSA) return. After obtaining the approval and signature of an authorised Nominated Director, we will submit it to HM Revenue & Customs (HMRC). We will not accept liability for any financial penalty or loss or other damage arising from any rejection of the iXBRL accounts by HMRC or otherwise as a result of incorrect or inappropriate tagging.

We will prepare the corporation tax computation and supporting schedules required for preparation of the company tax return from accounts, information and explanations provided to us on your behalf.

We will tell you how much tax the company should pay and when. If appropriate, we will initiate repayment claims when tax has been overpaid. We will advise on the interest and penalty implications if corporation tax is paid late.

We will inform you if instalment payments of corporation tax are due for an accounting period and the dates they are payable. We will calculate the quarterly instalments which should be made on the basis of information supplied by you by the date agreed.

We will advise you as to possible tax return related claims and elections arising from information supplied by you. Where instructed by you, we will make such claims and elections in the form and manner required by HMRC.

Ad hoc and advisory work

Where you have instructed us to do so, we will also provide such other taxation advisory and ad hoc services as may be agreed between from time to time. These may be the subject of a separate engagement letter, at our option. Where appropriate we will discuss and agree an additional fee for such work when it is commissioned by you. Examples of such work include:

Advising you when corporation tax is due on loans by the company to directors or shareholders or their associates, and calculating the payments due or the amount repayable when the loans are repaid; and

Dealing with any enquiry opened into the company’s tax return by HMRC;

Preparing any amended returns which may be required and corresponding with HMRC as necessary.

Where specialist advice is required on occasions we may need to engage with you under a separate Letter of Engagement.

Changes in the law

We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or your circumstances.

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

Your responsibilities

The Directors, on behalf of the company, are legally responsible for:

(a) Ensuring that the CTSA return (including tagging) is correct and complete;

(b) Filing any returns by the due date; and

Failure to do this may lead to automatic penalties, surcharges and/or interest.

The signatory to the return cannot delegate this legal responsibility to others. The signatory agrees to check that returns we have prepared for the company are complete before he/she approves and signs them.

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

(a) To provide us with accounts prepared by you or by others in an iXBRL format. You accept full responsibility for the existence, accuracy, consistency and completeness of iXBRL tagging within the accounts. We will not carry out any procedures to check the existence, accuracy, consistency and completeness of iXBRL tagging.

(b) That all returns are to be made on the basis of full disclosure of all

sources of income, charges, allowances and capital transactions;

(c) To provide full information necessary for dealing with the company’s affairs: we will rely on the information and documents being true, correct and complete and will not audit the information or those documents;

(d) To authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with the company’s affairs;

(e) To provide us with information in sufficient time for the company’s CTSA return to be completed and submitted by the due date following the end of the accounting period. In order that we can do this we need to receive all relevant information within 6 months following the end of the accounting period. Where feasible we may agree to complete your return within a shorter period but may charge an additional fee of up to 50% additional of the original fees agreed for so doing;

(f) To provide information on matters affecting the company’s tax liability for the accounting period in respect of which instalments are due at least four weeks before the due date of each instalment. This information should include details of trading profits and other taxable activities up to the date the information is provided, together with estimates to the end of the accounting period; and

(g) To provide us with information on advances or loans made to directors, shareholders or their associates during an accounting period and any repayments made or write offs authorised at the latest within three months of the end of the relevant accounting period.

The Directors will keep us informed of material changes in circumstances that could affect the tax liabilities of the company. If the Directors are unsure whether the change is material or not please let us know so that we can assess its significance.

You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC in time to enable us to deal with them as may be necessary within the statutory time limits. Although HMRC have the authority to communicate with us when form 64-8 has been signed and submitted it is essential that you let us have copies of any correspondence received because HMRC are not obliged to send us copies of all communications issued to you.
The work carried out within this engagement will be in respect of the company’s tax affairs. Any work to be carried out for the directors on a personal basis will be set out in a separate letter of engagement.

You are responsible for monitoring the monthly turnover to establish whether the company is liable to register for VAT, if it is not already registered. If you do not understand what you need to do, please ask us. If the company exceeds the VAT registration threshold, and you wish us to assist in notifying HMRC of the Company’s liability to be VAT registered we will be pleased to assist in the VAT registration process. You should notify us of your instructions to act in relation to the company’s VAT registration in good time to enable a VAT registration form to be submitted within the time limit of one month following the month in which the current VAT registration turnover threshold was exceeded. We will not be responsible if we are not notified in time and a late registration penalty is incurred.

Our services as set out above are subject to the limitations on our liability set out in the engagement letter and in paragraphs 8 to 10 of standard Terms of Business. These are important provisions which you should read and consider carefully.

Companies – Tagging services

Recurring compliance work

We will use appropriate software to apply iXBRL tags to items in the accounts as we consider appropriate for the purposes of submission of the accounts to HMRC.

We will, to the extent we consider necessary, manually amend or apply tags where the software has not applied automatic tagging or where we consider any automatic tagging to have been inappropriate.

We will provide you with detailed information regarding the tagging applied for your approval.

We will prepare the company’s corporate tax self assessment (CTSA) return. After obtaining the approval and signature of an authorised nominated director, we will submit it to HM Revenue & Customs (HMRC). We will not accept liability for any financial penalty or loss or other damage arising from any rejection of the iXBRL accounts by HMRC or otherwise as a result of incorrect or inappropriate tagging.

We will prepare the corporation tax computation and supporting schedules required for preparation of the company tax return from accounts, information and explanations provided to us on your behalf.

We will tell you how much tax the company should pay and when. If appropriate, we will initiate repayment claims when tax has been overpaid. We will advise on the interest and penalty implications if corporation tax is paid late.

We will inform you if instalment payments of corporation tax are due for an accounting period and the dates they are payable. We will calculate the quarterly instalments which should be made on the basis of information supplied by you by the date agreed.

We will advise you as to possible tax return related claims and elections arising from information supplied by you. Where instructed by you, we will make such claims and elections in the form and manner required by HMRC.

Ad hoc and advisory work

Where you have instructed us to do so, we will also provide such other taxation advisory and ad hoc services as may be agreed between from time to time. These may be the subject of a separate engagement letter, at our option. Where appropriate we will discuss and agree an additional fee for such work when it is commissioned by you. Examples of such work include:

Advising you when corporation tax is due on loans by the company to directors or shareholders or their associates, and calculating the payments due or the amount repayable when the loans are repaid; and

Dealing with any enquiry opened into the company’s tax return by HMRC;

Preparing any amended returns which may be required and corresponding with HMRC as necessary.

Where specialist advice is required on occasions we may need to engage with you under a separate Letter of Engagement.

Changes in the law

We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or your circumstances.

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

Your responsibilities

The Directors, on behalf of the company, are legally responsible for:

(a) Ensuring that the CTSA return (including tagging) is correct and complete;

(b) Filing any returns by the due date; and

Failure to do this may lead to automatic penalties, surcharges and/or interest.

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

(a) To provide us with approved accounts for the company.

(b) That all returns are to be made on the basis of full disclosure of all

sources of income, charges, allowances and capital transactions;

(d) To authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with the company’s affairs;

The Directors will keep us informed of material changes in circumstances that could affect the tax liabilities of the company. If the Directors are unsure whether the change is material or not please let us know so that we can assess its significance.

You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC in time to enable us to deal with them as may be necessary within the statutory time limits. Although HMRC have the authority to communicate with us when form 64-8 has been signed and submitted it is essential that you let us have copies of any correspondence received because HMRC are not obliged to send us copies of all communications issued to you.
The work carried out within this engagement will be in respect of the company’s tax affairs. Any work to be carried out for the directors on a personal basis will be set out in a separate letter of engagement.

You are responsible for monitoring the monthly turnover to establish whether the company is liable to register for VAT, if it is not already registered. If you do not understand what you need to do, please ask us. If the company exceeds the VAT registration threshold, and you wish us to assist in notifying HMRC of the Company’s liability to be VAT registered we will be pleased to assist in the VAT registration process. You should notify us of your instructions to act in relation to the company’s VAT registration in good time to enable a VAT registration form to be submitted within the time limit of one month following the month in which the current VAT registration turnover threshold was exceeded. We will not be responsible if we are not notified in time and a late registration penalty is incurred.

Our services as set out above are subject to the limitations on our liability set out in the engagement letter and in paragraphs 8 to 10 of our standard Terms of Business. These are important provisions which you should read and consider carefully.

Payroll services

Initial compliance work – existing employers joining RTI

We will:

Submit the first Full Payment Submission (FPS) and the Employer Payment Summary (EPS) as necessary online to HMRC after the data to be included therein has been approved by you. (The first FPS must reach HMRC normally on or before the payday for the first payroll run after you are required to make submissions under RTI.) or;

Before your first Full Payment Submission (FPS), submit an Employer Alignment Submission (EAS) online to HMRC after the data to be included therein has been approved by you. (The first FPS must reach HMRC normally on or before the payday for the first payroll run after you are required to make submissions under RTI.)].

Recurring compliance work

We will prepare your UK payroll for each payroll period to meet UK employment tax requirements, specifically:

Calculating the pay as you earn (PAYE) deductions;
Calculating the employees’ National Insurance Contributions (NIC) deductions;
Calculating the employer’s NIC liabilities;
Calculating statutory payments, for example, Statutory Sick Pay and/or Statutory Maternity Pay;
Calculating other statutory and non-statutory deductions; and
Submitting information online to HMRC under RTI for PAYE.

We will prepare and send to you the following documents before the time of payment through the payroll or due date for delivering information to HMRC:

Payroll summary report showing the reconciliation from gross to net for each employee and all relevant payroll totals;

A payslip for each employee unless not required;

A P45 for each leaver; and

A report showing your PAYE and NIC liability and due date for payment.

We will submit FPSs online to HMRC after the data to be included therein has been approved by you. (FPSs must reach HMRC normally on or before payday.)

We will prepare, where appropriate (for example, to recover statutory payments, claim deductions under the NIC holiday scheme or CIS deductions, confirm that no payments were made to employees), for each tax month, an EPS from the information and explanations that you provide to us.

We will submit EPSs to HMRC after the data to be included therein has been approved by you. (EPSs must reach HMRC by the 19th of the month following the tax month to which they relate.)

At the end of the payroll year we will:

Prepare the final FPS (or EPS) including employer annual declarations and submit this to HMRC after the data to be included therein has been approved by you. (The final FPS (or EPS) for the year must reach HMRC by 19 April following the end of the tax year.)
Prepare and send to you by the statutory due date Form P60 for each employee on the payroll at the year end.

We will deal with any online secure messages sent to us by HMRC in respect of your payroll; and

We will submit National Insurance Number (NINO) verification requests as appropriate to verify or obtain a NINO for a new employee.

Ad hoc and advisory work

Where you have instructed us to do so, we will also provide such other taxation ad hoc and advisory services as may be agreed between us from time to time. These may be the subject of a separate engagement letter, at our option. Where appropriate we will discuss and agree an additional fee for such work when it is commissioned by you. Examples of such work include:

Dealing with any compliance check or enquiry by HMRC into the payroll returns;

Preparing any amended returns for periods before you report in real time, which may be required, and corresponding with HMRC as necessary;

Preparing and submitting correcting EPSs for earlier years;

Preparing and submitting an Earlier Year Update (EYU) to correct, after 19 April, any of the year to date totals submitted in your end of year FPS for a previous tax year, in respect of years after you started to send information in real time.

Where specialist advice is required on occasions we may need to engage with you under a separate Letter of Engagement.

Changes in the law

We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or your circumstances.

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

Your responsibilities

You are legally responsible for:

a) Ensuring that the data in your payroll submissions is correct and complete;

b) Making any submissions by the due date; and

c) Making payment of tax and NIC on time.

Failure to do this may lead to automatic penalties, surcharges and/or interest.

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

To enable us to carry out our work you agree:

a) That all information required to be delivered online is submitted on the basis of full disclosure;

b) To provide full information necessary for dealing with your payroll affairs: we will rely on the information and documents being true, correct and complete and will not audit the information or those documents;

c) To agree with us the name[s] of the person[s] authorised by you to notify us of changes in employees and in rates of pay. We will process the changes only if notified by that/those individual[s];

d) To advise us in writing of changes of payroll pay dates;

e) To notify us at least three working days (or such other period as agreed with us) prior to the payroll pay date of all transactions or events which may need to be reflected in the payroll for the period, including details of:

all new employees (including full names, address, date of birth, national insurance number, passport number) and details of their remuneration packages;

all leavers, including deaths of employees, and details of termination arrangements;

all changes to remuneration packages;

all pension scheme changes;

any changes to the employees’ bank accounts;

irregular and/or ad hoc payments and the dates to be paid;

f) To approve:

EAS, if required by HMRC, at least three working days before the due date as agreed with HMRC;

in-year FPS by at least three working days prior to payroll pay dates so that they can be submitted on or before payday, or as agreed with us;

in-year EPS by at least three days prior to 19th of the month following the tax month;

final FPS (or EPS when applicable) for the year at least three days prior to 19 April following the end of the tax year;

EYU within three days; and

g) To authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs.

You will keep us informed of changes in circumstances that could affect the payroll. If you are unsure whether the change is material or not please let us know so that we can assess its significance.

If the information required to complete the payroll services set out above is received later than the dates specified above or agreed with us we will still endeavour to process the payroll and returns to meet the agreed payroll date and filing deadlines but we will not be liable for any costs or other losses arising if the payroll is late or the returns are filed late in these circumstances. We may charge an additional fee of up to 50% additional of the original fees agreed for work carries out in a shorter time period.

Our services as set out above are subject to the limitations on our liability set out in the engagement letter and in paragraphs 8 to 10 of our standard Terms of Business. These are important provisions which you should read and consider carefully.

Benefits-in-kind returns (forms P11D and P9D and declaration P11D(b)) and Class 1A National Insurance Contributions

Recurring compliance work

We will [prepare/review] forms P11D and P9D as may be required for each employee including directors based on the accounts, information and explanations provided to us on your behalf.

We will submit the forms P11D and P9D with the form P11D(b) after the form P11D(b) has been signed by you.

We will prepare and send to you the P11D information for you to forward to your employees and directors by the statutory due date.

We will calculate your Class 1A NIC liability on the benefits returned in forms P11D that you are obliged to pay HMRC by the due date and send payment instructions to you.

Ad hoc and advisory work

Where you have instructed us to do so, we will also provide such other taxation ad hoc and advisory services as may be agreed between us from time to time. These may be the subject of a separate engagement letter, at our option. Where appropriate we will discuss and agree an additional fee for such work when it is commissioned by you. Examples of such work include:

Dealing with any straightforward enquiry opened into the benefits-in-kind returns by HMRC. More detailed enquiries may be the subject of a separate engagement;

Preparing any amended returns which may be required and corresponding with HMRC as necessary;

Advising on Dispensations and PAYE Settlement Agreements; and

Conducting PAYE and benefits healthchecks.

Where specialist advice is required on occasions we may need to engage with you under a separate Letter of Engagement.

Changes in the law

We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or your circumstances.

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

Your responsibilities

You are legally responsible for:

a) Ensuring that your declaration on form P11D(b) is true to the best of your knowledge and belief and therefore that the entries on the related forms P11D and P9D are correct and complete;

b) Filing any returns by the due date after the end of the tax year; and

c) Making payment of Class 1A NIC on time.

Failure to do this may lead to automatic interest, penalties and/or surcharges.

The signatory to the return cannot delegate this legal responsibility to others. The signatory agrees to check that the forms that we have prepared for you are complete before he/she approves and signs them.

To enable us to carry out our work you agree:

(a) That all returns are to be made on the basis of full disclosure;

(b) To provide full information necessary for dealing with your benefits-in-kind returns: we will rely on the information and documents being true, correct and complete and will not audit the information or those documents;

(c) To notify us within 10 working days after the end of the tax year of all transactions or events which may need to be reflected in the forms P11D and P9D for the period, including details of all employees during the year and details of their remuneration packages; and

(d) To authorise us to approach such third parties as may be appropriate that we consider necessary to deal with completing the benefits-in-kind returns.

If the information required to complete the benefits-in-kind returns set out above is received more than 10 days after the end of the tax year we will still endeavour to process the information onto the benefits-in-kind returns to meet the submission date but we will not be liable for any costs or other losses arising if submission is late in these circumstances. We may charge an additional fee of up to 50% additional of the original fees agreed for so doing.

Our services as set out above are subject to the limitations on our liability set out in the engagement letter and in paragraphs 8 to 10 of our standard Terms of Business. These are important provisions which you should read and consider carefully.

VAT returns

Recurring compliance work

We will prepare your VAT returns (monthly / quarterly/ annually, whichever is appropriate) and if required the Intrastat returns / EC Sales lists on the basis of the information and explanations supplied by you.

Based on the information that you provide to us we will tell you how much you should pay and when. If appropriate we will initiate repayment claims where tax has been overpaid. We will advise on the interest and penalty implications if VAT is paid late.

Where appropriate we will calculate the partial exemption annual adjustment.

Where appropriate we will calculate the annual Capital Goods Scheme adjustment.

We will forward to you the completed return calculations for you to review, before you approve the VAT return for onward transmission by us to HMRC.

Ad hoc and advisory services

Where you have instructed us to do so, we will also provide such other taxation ad hoc and advisory services as may be agreed between us from time to time. These may be the subject of a separate engagement letter, at our option. Where appropriate we will discuss and agree an additional fee for this work when it is commissioned by you. Examples of such work include:

Reviewing and advising a suitable partial exemption method to use in preparing the return;

Dealing with all communications relating to your VAT returns [Intrastat returns/EC Sales List returns] addressed to us by HMRC or passed to us by you;

Making recommendations to you about the use of cash accounting, annual accounting, flat rate and other suitable methods of accounting for VAT; and

Providing you with advice on VAT Excise Duty/Customs Duty/Landfill Tax/Insurance Premium Tax/Aggregates Levy/Climate Change Levy as and when requested. Where the advice is provided in writing, the information provided and the query raised will be set out with our response to you

Where specialist advice is required on occasions we may need to engage with you under a separate Letter of Engagement.

Changes in the law

We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or your circumstances.

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

Your responsibilities

You are legally responsible for:

(a) Ensuring that your returns are correct and complete;

(b) Filing any returns by the due date; and

Failure to do this may lead to automatic penalties, surcharges and/or interest.

The signatory to the return cannot delegate this legal responsibility to others. The signatory agrees to check that returns we have prepared for you are complete before he/she approves and signs them.

To enable us to carry out our work you agree:

(a) That all returns are to be made on the basis of full disclosure;

(b) That you are responsible for ensuring that the information provided is, to the best of your knowledge, accurate and complete. The VAT returns are prepared solely on the basis of the information provided by you and we accept no responsibility for any VAT liabilities arising due to inaccuracies or omissions in the information you provide which may lead to a misdeclaration on which penalties and interest may arise;

(c) That we can approach such third parties as may be appropriate for information we consider necessary to deal with the VAT returns; and

(d) To provide us with all the records relevant to the preparation of your VAT returns as soon as possible after the return period ends. We would ordinarily need a minimum of 10 working days before submission to complete our work. If the records are provided later or are incomplete or unclear thereby delaying the preparation and submission of the VAT return, we accept no responsibility for any “default surcharge” penalty that may arise. Where feasible we may agree to complete your return within a shorter period but may charge an additional fee of up to 50% additional of the original fees agreed for so doing.

You will keep us informed of material changes in circumstances that could affect your VAT obligations. If you are unsure whether the change is material or not please let us know so that we can assess its significance.

You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC in time to enable us to deal with them as may be necessary within the statutory time limits. Although HMRC have the authority to communicate with us when form 64-8 has been signed and submitted it is essential that you let us have copies of any correspondence received because HMRC are not obliged to send us copies of all communications issued to you.
You are responsible for bringing to our attention any errors, omissions or inaccuracies in your VAT returns which you become aware of after the returns have been submitted in order that we may assist you to make a voluntary disclosure.

If you are involved with any other business which is not registered for VAT you are responsible for monitoring your monthly turnover to establish whether you are liable to register for VAT. If you do not understand what you need to do, please ask us. If you exceed the VAT registration threshold, and wish us to assist you in notifying HMRC of your liability to be VAT registered, you must give us clear instructions to assist you in the VAT registration process. You should notify us of your instructions in good time to enable the VAT registration application form to be submitted within the statutory time limit of one month following the month in which you exceeded the VAT registration threshold in force at that time. We will not be responsible if you fail to notify us in time and incur a late registration penalty as a result.

If EC Sales Lists need to be completed you are responsible for obtaining all of your customers’ VAT registration numbers in other member states and to check any that you are not completely satisfied with, with HMRC.

Our services as set out above are subject to the limitations on our liability set out in the engagement letter and in paragraphs 8 to 10 of our standard Terms of Business. These are important provisions which you should read and consider carefully.

HM Revenue & Customs (HMRC) tax investigations

We will act on your behalf in the matter of the current investigation by HMRC.

Where required we will prepare a report on your behalf giving full disclosure of your tax affairs and once agreed by you submit it to HMRC.

We will negotiate with HMRC on any question of taxation, interest and penalties. (The outcome of some income tax enquiries may be related to or impact on claims to tax credits. We will not address the tax credits issues unless we have explicitly agreed to do so.)

We must make it clear that if at any time we consider that:

you are not cooperating with us and answering our enquiries fully and frankly; or

you are unwilling to make full disclosure or you refuse to do so

then we will immediately cease to act and inform HMRC of that fact (albeit not the reasons for ceasing to act). In that event any fees you have already paid will not be reimbursed and you will remain liable for any unbilled costs.

Where specialist advice is required in connection with the investigation we may need

to seek this from or refer you to appropriate specialists.

Your responsibilities

To enable us to carry out our work in relation to the investigation you agree:

(a) That all information to be given to HMRC in the course of the investigation is to be made on the basis of full disclosure of all sources of income, charges, allowances and capital transactions;

(b) To provide full information necessary for dealing with the investigation;

(c) To authorise us to communicate with such third parties as may be appropriate and that we consider necessary to deal with the investigation;

(d) To provide information promptly to enable us to deal with the investigation expeditiously and to act in your interests in order to qualify for such reduction as may be appropriate for the cause of the error and the level of disclosure if there are tax liabilities or penalties for earlier years;

(e) To forward to us on receipt copies of all HMRC correspondence, statements of account, PAYE coding notices, notices of assessment, letters and other communications received from HMRC as may be relevant to the investigation to enable us to deal with them as may be necessary immediately upon receipt. Although HMRC have the authority to communicate with us when form 64-8 has been signed and submitted it is essential that you let us have copies of any correspondence received because HMRC are not obliged to send us copies of all communications issued to you.

(f) To keep us informed about significant changes in your circumstances if they are likely to affect the outcome of the investigation. If you are unsure whether the change is material or not please let us know so that we can assess its significance or otherwise; and;

(g) To notify us immediately of any insurance cover you have for enquiries into your tax returns by HMRC.

Our services as set out above are subject to the limitations on our liability set out in the engagement letter and in paragraphs 8 to 10 of our standard Terms of Business. These are important provisions which you should read and consider carefully.

General – Financial Statements Preparation

Recurring compliance work

Our work will be conducted on the basis that you acknowledge and understand that you have responsibility:

To prepare financial statements which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. As directors you must not approve the financial statements unless you are satisfied that they give a true and fair view of the assets, liabilities, financial position and profit or loss of the company.

In preparing the financial statements, to:

select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

For keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the company and for ensuring that the financial statements comply with the Companies Act 2006 (the Act) and applicable accounting standards. You are also responsible for such internal control as you determine is necessary to enable the preparation of financial statements that are free from material misstatement whether due to fraud or error.

For safeguarding the assets of the company and hence for taking reasonable steps to ensure the company’s activities are conducted honestly for the prevention and detection of fraud and other irregularities.

You are responsible for ensuring that the company complies with 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.

You are responsible for determining whether, in respect of the year, the company meets the conditions for exemption from an audit set out in section 477 of the Act, namely that it qualifies as a small company in relation to that year for the purposes of section 381.

You are responsible for determining whether, in respect of the year, the exemption is not available for any of the reasons set out in section 478 and 479 of the Act; namely, that at no time during the year was the company:

public company;
an authorised insurance company, a banking company, an e-money issuer, a MiFID investment firm or a UCITS management company;
carrying on an insurance market activity;
a special register body as defined in section 117(1) of the Trade Union and Labour Relations (Consolidation) Act 1992 or an employers’ association as defined in section 122 of that Act;
a member of a group that failed to qualify as a small group; or
a member of an ineligible group.

The exemption is available only if you, as directors, sign a declaration as required by section 475(3) of the Act on the balance sheet to state that:

for the year in question, the company is eligible to take advantage of the audit exemptions;
the members have not required the company to obtain an audit of its financial statements for the year in accordance with section 476 of the Companies Act 2006; and
you acknowledge your obligations for complying with the requirements of the Act with respect to accounting records and preparation of accounts.

You will carry out all the day-to-day accounting work, including:

(a) keeping the record of receipts and payments;

(b) reconciling your records with the bank statement;

(d) carrying out or arranging for a valuation of the year-end stock levels; and

(e) preparing details of any year-end work-in-progress.

You have agreed to make available to us, as and when required, all the company’s accounting records and related financial information, including minutes of management and directors’ meetings, necessary to carry out our work. You will make full disclosure to us of all relevant information.

You will approve and sign the accounts thereby acknowledging responsibility for them

If financial information is published, which includes a report by us or is otherwise connected to us, on the company’s website or by other electronic means, you must inform us of the electronic publication and get our consent before it occurs and ensure that it presents the financial information and chartered accountants report properly. We have the right to withhold consent to the electronic publication of our report or the financial statements if they are to be published in an inappropriate manner.

You must set up controls to prevent or detect quickly any changes to electronically published information. We are not responsible for reviewing these controls nor for keeping the information under review after it is first published. You are responsible for the maintenance and integrity of electronically published information, and we accept no responsibility for changes made to any information after it is first posted.

You have told us that the company is exempt from an audit of the financial statements and have asked us to assist you in the preparation of financial statements in accordance with the requirements of the Companies Act 2006. We will compile the annual financial statements for your approval based on the accounting records maintained by you and the information and explanations that you give us.

We will insert the inline Extensible Business Reporting Language (iXBRL) “tags” in accordance with the minimum tagging requirements specified by HM Revenue & Customs. This allows the data to be read by a computer. In most cases, we will use professional software to undertake the “tagging” and it is therefore agreed that you authorise us to process all normal/standard data tags without reference to you. However, as it is your legal responsibility to provide the information in iXBRL format, we will refer to you on any non-standard or judgemental areas.

We will write to you on or around your year-end date to request the information and records we will need to prepare the accounts.

We do not have any responsibility to report whether any shareholder of the company has notified the company that he or she requires an audit. Consequently, we have no responsibility to carry out any work in respect of this matter.

We will not check whether the company is exempt from audit. However, should our work indicate that the company is not entitled to exemption from an audit of the financial statements, then we will inform you of this. In these circumstances, if appropriate, we will discuss with you the need to appoint us as auditors.

We have a professional duty to prepare financial statements that conform with generally accepted accounting principles. Furthermore, as directors, you have a duty to prepare financial statements that comply with the Act and applicable accounting standards. Where we identify that the financial statements 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 financial statements.

We will not specifically check the adequacy of your records; however, where any issues arise during the course of our work, we will advise you on whether your records are adequate for preparation of the financial statements and recommend improvements.

We shall plan our work on the basis that no report is required by statute or regulation for the year, unless you inform us in writing to the contrary. In carrying out our engagement, we will make enquiries of management and undertake any procedures that we judge appropriate but are under no obligation to perform procedures that may be required for assurance engagements, such as audits or reviews.

Our work will not be an audit of the financial statements in accordance with International Standards of Auditing (UK and Ireland). Accordingly, we will not obtain any evidence relating to entries in the accounting records, or to the financial statements or to the disclosures in the financial statements. Nor will we make any assessment of the estimates and judgements made by you in the preparation of the financial statements. Consequently, our work will not provide any assurance that the accounting records or the financial statements are free from material misstatement, whether caused by fraud, or other irregularities or error. In addition, we have no responsibility to determine whether you have maintained adequate accounting records in accordance with section 386 of the Act and we will not address this point unless you specifically request us in writing to do so.

Since we have not carried out an audit, nor confirmed in any way the accuracy or reasonableness of the accounting records maintained by the company, we are unable to provide any assurance as to whether the financial statements that we prepare from those records present a true and fair view.

We have a professional responsibility not to allow our name to be associated with financial statements we believe may be misleading. Therefore, although we are not required to search for such matters, should we become aware, for any reason, that the financial statements may be misleading, we will discuss the matter with you with a view to agreeing appropriate adjustments and/or disclosures in the financial statements. In circumstances where adjustments and/or disclosures that we consider appropriate are not made or where we are not provided with appropriate information, and as a result we consider that the financial statements are misleading, we will withdraw from the engagement. In these circumstances, you agree that we have a right to invoice you for our time spent preparing and discussing the accounts with you and for time spent on any other work that is not completed as a result of our resignation.

As part of our normal procedures we may request you to provide written confirmation of any information or explanations given to us orally during the course of our work.

We will report to the Board of Directors, as appropriate, that in accordance with this engagement letter and to assist you to fulfil your responsibilities, we have not carried out an audit but have compiled the financial statements from the accounting records and from the information and explanations supplied to us.

To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s Board of Directors, as a body for our work or this report. If you wish, or are asked, to provide a copy of the financial statements to a third party you must seek our consent before you do this. You are not entitled to disclose our work to a third party without our express permission. We may grant consent subject to certain conditions; however, in every situation where we grant consent, then the report must remain attached to the financial statements shown to the third party.

Changes in the law

We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or your circumstances.

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

Our services as set out above are subject to the limitations on our liability set out in the engagement letter and in paragraphs 8 to 10 of standard Terms of Business. These are important provisions which you should read and consider carefully.

Cashflow / Profit forecasts

You agree to make available to us the information we need to prepare the forecast. You agree to make full disclosure to us of all relevant information that may affect the forecast.
You will approve and sign the forecast thereby acknowledging responsibility for it and the estimates and assumptions on which it is based.
We have a professional responsibility to not allow our name to be associated with accounting work that we believe may be misleading. We are not required to search for such matters, but if we become aware that information in the forecast may be misleading we will discuss this with you so that appropriate adjustments or disclosures can be made. Where the adjustments or disclosures we consider appropriate are not made and we consider that the forecast remains misleading, we will withdraw from the engagement. In these circumstances you agree that we have a right to invoice you for our time spent in preparing and discussing the forecast with you as well as time spent on any other work that is not completed as a result of our resignation.
Our report is prepared solely for the confidential use of yourselves and, if relevant, the third party named in the Engagement Letter, and solely for the purpose as stated in the Engagement Letter. It may not be relied upon by yourselves or, if relevant, the third party for any other purpose whatsoever. Our report must not be recited or referred to in whole or in part in any other document. Our report must not be made available, copied or recited to any other party without our express written permission. We, your accountants neither owes nor accepts any duty to any other party and shall not be liable for any loss, damage or expense of whatsoever nature which is caused by their reliance on our report.
You are responsible for the following general business and financial matters:

(a) ensuring that, to the best of your knowledge and belief, financial information used by your business or for the forecast is accurate and complete;

(b) maintaining the accounting records of your business;

(d) safeguarding the assets of your business and taking reasonable steps for the prevention and detection of fraud; and

(e) ensuring your business complies with the laws and regulations that apply to its activities, as well as preventing non-compliance and detecting any that occurs.

If relevant, further responsibilities for company directors/designated members

You are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the company/LLP and for ensuring that the financial statements comply with the Companies Act 2006 and applicable accounting standards. You are also responsible for such internal control as you determine is necessary to enable the preparation of financial statements that are free from material misstatement whether due to fraud or error.
You are responsible for safeguarding the assets of the company/LLP and hence for taking reasonable steps to ensure the entity’s activities are conducted honestly for the prevention and detection of fraud and other irregularities.
You are responsible for ensuring that the company/LLP complies with 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.
You have instructed us to prepare a business plan/cash flow forecast (hereafter referred to as ‘the projections’) for your business for the period as stated in the Engagement Letter, for the purpose stated therein. The projections will be for the exclusive use of you and, if relevant, the bank, and should not be shown to any other party without our prior written consent.
The projections will be drawn up from information and explanations provided by you, either directly or by way of discussions with you. The work carried out on your behalf will be limited to compiling the projections from the information so provided and presenting it in the appropriate manner to support your application for finance. We will work with you to draw up the appropriate estimates and assumptions necessary, but these will be based on the information provided by you. You will remain solely responsible for such estimates and assumptions and hence for the resulting business plan/cash flow forecast.
As the projections relate to expected future events the actual results will almost inevitably differ from the projections. Those differences may be material. Accordingly, whilst care will be taken to translate the information and explanations provided into meaningful forecasts based on your assumptions, we cannot accept any responsibility for any loss occasioned to any person acting or refraining from action as a result of any material or statements included in, or omitted from, the projections.
You understand that our work will not constitute an audit of the figures and information in the projections and we will not express any opinion thereon. Our report will not extend to any financial statements of the entity taken as a whole.
To ensure that anyone reading the projections is aware of the scope of our work and the fact that we have not carried out an audit, we will annex to the projections a short report explaining these facts. If you wish, or are asked, to provide a copy of the projections to a third party you must seek our consent before you do this. You are not entitled to disclose our work to a third party without our express permission. We may grant consent subject to certain conditions. However, in every situation where we grant consent, then this report must remain attached to any copy shown to the third party.
We would like to emphasise that we cannot undertake to discover any shortcomings in your systems or irregularities on the part of your employees. However we will advise you if we come across anything of this nature in the course of preparing the forecast.

Management Accounts

Unless we have also agreed to carry out a bookkeeping service, we understand that you have agreed that your staff will be responsible for all the day-to-day accounting work, which includes:

(a) maintaining records of all receipts and payments of cash;

(b) reconciling cash book balances monthly/quarterly with the bank statements;

(d) extracting a detailed list of ledger balances.

You will also provide estimates of any stocks at the end of each period.
You agree to make your accounting records and related financial information available to us in line with the requests we make. You recognise that a failure to do so could have an impact on the price or the speed of our work.
Even if we have not directly requested it, you agree to disclose to us in full any information that is relevant to the management accounts.
You will approve and sign the management accounts thereby acknowledging responsibility for them, including providing us with all information and explanations necessary for their preparation.
We have a professional responsibility to not allow our name to be associated with accounts that we believe may be misleading. We are not required to search for such matters, but if we become aware that information in the management accounts may be misleading we will discuss this with you so that appropriate adjustments or disclosures can be made. Where the adjustments or disclosures we consider appropriate are not made and we consider that the accounts remain misleading, we will withdraw from the engagement. In these circumstances you agree that we have a right to invoice you for our time spent preparing and discussing the accounts with you as well as time spent on any other work that is not completed as part of our resignation.
The management accounts are prepared solely for the confidential use of yourselves and, if relevant, the third party named in the Engagement Letter, and solely for the purpose as stated in the Engagement Letter. They may not be relied upon by yourselves or, if relevant, the third party for any other purpose whatsoever. The management accounts must not be recited or referred to in whole or in part in any other document. The management accounts must not be made available, copied or recited to any other party without our express written permission. We, your accountants, neither owes nor accepts any duty to any other party and shall not be liable for any loss, damage or expense of whatsoever nature which is caused by their reliance on the management accounts.
You are responsible for the following general business and financial matters:

(a) ensuring that, to the best of your knowledge and belief, financial information used by your business or for the management accounts is accurate and complete;

(b) ensuring that the activities of your business are being conducted honestly;

(d) ensuring your business complies with the laws and regulations that apply to its activities, as well as preventing non-compliance and detecting any that occurs.

If relevant as stated in the Engagement Letter, further responsibilities for company directors/designated members

You are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the company/LLP and for ensuring that the financial statements comply with the Companies Act 2006 and applicable accounting standards. You are also responsible for such internal control as you determine is necessary to enable the preparation of financial statements that are free from material misstatement whether due to fraud or error.
You are responsible for safeguarding the assets of the company/LLP and hence for taking reasonable steps to ensure the entity’s activities are conducted honestly for the prevention and detection of fraud and other irregularities.
You are responsible for ensuring that the company/LLP complies with 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.
We understand that you require us to prepare the management accounts of your business for the period ended as stated in the Engagement Letter, and for subsequent periods.
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.
You understand that we will not be carrying out an audit and accordingly will neither 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 International Standards on Auditing (UK and Ireland) so that we could report on the truth and fairness of the financial statements.
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.
The accounts are not suitable for submission with the self-assessment tax return, or for summary thereon.
To ensure that anyone reading the management accounts is aware of the scope of our work and the fact that we have not carried out an audit, we will annex to the projections a short report explaining these facts. If you wish, or are asked, to provide a copy of the management accounts to a third party you must seek our consent before you do this. You are not entitled to disclose our work to a third party without our express permission. We may grant consent subject to certain conditions; however, in every situation where we grant consent, then this report must remain attached to any copy shown to the third party.

Bookkeeping

You have agreed to provide us with the information specified in the Engagement Letter under ‘Your responsibility’ in order for us to prepare the accounting records.
You undertake to provide us with accurate and complete information. Where you become aware that information provided by you has altered, or circumstances have changed, you are responsible for advising us of this as soon as possible. We are not responsible for advice or reports provided that would have been altered had we been aware of the full facts.
We understand that you require us to carry out your bookkeeping and to prepare your accounting records. We will maintain your accounting records using appropriate computer software. We have explained to you verbally what this means.
From the information and explanations you supply, we will maintain the records as specified in the Engagement Letter under ‘Our responsibility’.
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 Auditing Standards so that we could report on the truth and fairness of the financial statements.
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.

Access to Accounting Software via the cloud

You will agree with the Cloud Supplier the specific accounting software that you wish to be hosted on the Cloud.
You will be responsible for the maintenance of your accounting records on the Cloud.
You will pay our monthly fee on a timely basis to ensure continued provision of the service by the Cloud Supplier. Should there be a delay in payment of our fee according to our credit terms we reserve the right, after a written warning has been issued, to withdraw the service until our fees have been paid.
You will enter into a Service Level Agreement with the Could Supplier regarding the provision of maintenance, support and security, in particular the frequency of back-ups provided. Should you have any concerns on these matters, please contact us.
We are happy to assist you with the selection of the specific accounting software that is appropriate to your needs, though the final decision is yours. This service is provided for a set-up fee agreed in advance.
We will invoice you each month for the provision of the service by the Cloud Supplier.
Though we will have access to your accounting system hosted by the Cloud Supplier, 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 if requested to prepare your accounts.
If you wish to disengage from this service, on giving the notice period specified in the Engagement Letter, we will arrange for you to receive a back-up of your data as at the end of the notice period.

Annual Tax on Enveloped Dwelling (“ATED”)

The Directors are responsible for providing us with a complete list of all relevant properties and their valuations, along with any other information we may require. The list should incorporate any UK dwelling with a 1 April 2012 (or acquisition date if later) value in excess of £500,000 and we will advise as and when each property needs to be reported on an ATED return.
The Directors agree to inform us of any impending purchases of properties that will need to be declared on an ATED return. In some cases an ATED return and payment is required just 30 days after the purchase date and so prompt communication is required.
The Directors, on behalf of the company, are legally responsible for:

(a) ensuring that the ATED return(s) for each year to 31 March is/are correct and complete;

(b) filing the ATED return(s) by the due date of April following the start of the ATED return period*; and

(c) making payment of the ATED by 30 April following the start of the ATED return period*. Failure to do this may lead to penalties and/or interest.

* In some cases and in particular in the years where ATED first applies, the filing and payment deadline may be extended. We will advise you where this is the case.

The signatory to the return(s) cannot delegate this legal responsibility to others. The signatory agrees to check that returns we have prepared for the company are complete before he/she approves and signs them.

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

(a) that all returns are to be made on the basis of full disclosure of all UK dwellings and their uses;

(b) to provide full information necessary for dealing with the ATED return(s) (including sales and acquisitions and changes in use of relevant dwellings). We will rely on the information and documents being true, correct and complete and will not audit the information or those documents;

(c) to take any necessary steps to agree the open market value of each property on 1 April 2012, or the date of acquisition if later, to be declared on the ATED return(s), and revalued every five years (from 1 April 2012) thereafter;

(d) to authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with the ATED return(s); and

(e) to provide us with information in sufficient time for the company’s ATED return(s) to be completed and submitted by the due date outlined above. In order that we can do this we need to receive all relevant information by the date specified in the Engagement Letter. Where feasible we may agree to complete your ATED return(s) within a shorter period but may charge an additional fee for so doing.

The Directors will keep us informed of material changes in circumstances that could affect the ATED liabilities of the company. If the Directors are unsure whether the change is material or not please let us know so that we can assess its significance.
You will forward to us relevant HMRC statements of account, copies of notices of assessment, letters and other communications in time to enable us to deal with them as may be necessary within the statutory time limits. Our existing 64-8 (agent authority) does not cover the ATED return(s) and HMRC may be unprepared to deal with us on your behalf until after the time that the first return(s) have been filed, listing us as your agent.
We will prepare the company’s ATED return(s) based on the information and explanations you provide to us.
We will advise you as to any reliefs that can be claimed against the ATED. Where instructed by you, we will claim such reliefs on the ATED return(s).
After obtaining the written approval and signature of the proper officer or other person authorised to act for the company in this regard, we will submit the return(s) online to HMRC.
We will tell you how much ATED the company should pay and when. We will advise on the interest and penalty implications if ATED is paid late.
We will deal with the recovery of any overpaid ATED, following a change in circumstances (e.g. the disposal of a relevant dwelling).

Taxation of Community Amateur Sports Club

The purpose of this schedule and the Standard Terms of Business is to set out the basis on which we are to act as accountants and advisors with regard to the tax affairs of the Community Amateur Sports Club (CASC), a company for tax purposes, and to clarify our respective responsibilities in respect of that work.

This schedule assumes the entity has already registered with and been approved by HMRC as a CASC.

To maintain compliance with the conditions specified in the Corporation Taxes Act 2010 s. 658 for eligibility as a CASC, and thereby remaining eligible for exemption for certain taxes as set out in sections 662 to 665 of that Act i.e. UK trading income/profit, UK property income, interest and gift aid income and chargeable gains.
To maintain the required accounting records, in particular the analysis between receipts from members and non-members and the identification, if relevant, of any non-qualifying expenditure.
The preparation of annual financial statements in accordance with the relevant legislation and applicable accounting standards to enable any tax liabilities to be calculated (see paragraph 2.3 below).
You have asked us to undertake all correspondence with HMRC on your behalf. To avoid any problems please send to us any forms or correspondence received from HMRC as soon as you receive them. In particular would you please ensure that no payments are made to HMRC without our confirmation that the demands are correct. However, if HMRC choose your tax affairs for enquiry this work may need to be the subject of a separate assignment in which case we will seek further instruction from you.
You are legally responsible for making correct returns to HMRC and, if relevant, for the payment of tax on time.
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 the CASC’s tax affairs. This includes, where relevant, details of any income and services provided to non-members. 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 the CASC’s tax returns, if required, to be completed and submitted by the due date following the end of the accounting period. In order to do this, we need to receive all relevant information by the date specified in the Engagement Letter;

(d) to forward to us on receipt copies of notices of assessment, letters and other communications received from HMRC to enable us to deal with them as may be necessary within the statutory time limits;

(e) to inform us of any significant changes that might affect your CASC tax status; and

(f) that we may use third parties to process the information for your tax return where we consider that this is necessary in order to provide you with the desired level of service. All our third party service providers have been checked to ensure that they have appropriate systems in place to safeguard the confidentiality and security of your data and records.

If stated in the Engagement Letter, to supply the required information to enable us to complete your online gift aid application.
We have submitted form 64-8 to HMRC which authorises HMRC to deal with us as agents regarding the matters specified on the form 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 HMRC’ correspondence and, even where it does, HMRC sometimes overlook it. You should therefore always send us the originals or copies of all communications you receive from HMRC.
If stated in the Engagement Letter, we will assist with your application to the local authority for the 80% mandatory rate relief, together with a request for the additional 20% voluntary relief. However, we are unable to guarantee acceptance of the voluntary relief.
If stated in the Engagement Letter, we will assist with the online application to HMRC for gift aid payments.
If stated in the Engagement Letter, to assist you with the preparation of the annual financial statements.
If the entity’s trading income or rental income exceeds the specified limits (currently £30,000 and £20,000 respectively), we will prepare the tax return and supporting schedules and send to you to approve and sign.
We will then submit it, with supporting documentation, to HMRC. Where applicable, you authorise us to file the return electronically.
Where applicable we will advise you of the amounts of tax to be paid and the dates by which the payments should be made. Where appropriate we will initiate repayment claims when tax has been overpaid.
Where appropriate we will also advise as to possible claims and elections arising from the tax return and from information supplied by you. Where instructed by you, we will make such claims and elections in the form and manner required by HMRC.
We will send you the CASC’s repayment claim and supporting schedules for you to approve and sign. We will then submit this to HMRC on your behalf.
We are able to offer fee protection insurance to cover the cost of our fees arising from HMRC investigations. If you would like further details of this service please let us know.
We will be pleased to assist the CASC generally in tax matters if you advise us in good time of any proposed transactions and request advice. We would, however, warn you that because tax rules change frequently you must ask us to review any advice already given if a transaction is delayed, or if an apparently similar transaction is to be undertaken.
It is our policy to confirm in writing advice upon which the CASC may wish to rely.

Charities

If a private company, you are required to file accounts at Companies House within nine months of the year end. The company will be liable to a fine if it fails to do so. We accept no responsibility for fines or regulatory action taken against the directors where the statutory financial statements are not available for filing. In addition, you need to submit the annual return, for which you need to supply us with the relevant details, including:

(a) the company’s password for Companies House website;

(b) the names, dates of birth and contact details for each director, and secretary if applicable, or changes thereto;

(d) if relevant, details of the shareholders.

You will be responsible for submitting any changes to Companies House which can only be done by completing and posting the relevant form(s).

If a charity, other than an exempt or excepted charity, you are required to file accounts with the Charity Commission within 10 months of the year end. In addition, you need to submit online the annual return, for which you need to supply us with the following details:

(a) the charity’s password for the Charity Commission website;

(b) the charity’s bank or building society details, if not already known;

(d) contact details, or any changes thereto; and

(e) the names, dates of birth and contact details for each trustee, or changes thereto.

You will be responsible for submitting any changes to the Charity Commission which can only be done by completing the relevant form e.g. change of charity name, merger with another charity or the closure of the charity.

If a friendly society or co-operative and community benefit society, you are required to file accounts at the Financial Conduct Authority (FCA) by 31 July or within seven months of the year end. In addition you need to submit the relevant annual return form specified by the FCA for the type of society, together with any supplementary forms required. You undertake to notify us within one week of any relevant changes or events that are required to be notified to the FCA.
If a company, we have agreed to act as your agent and to:

(a) submit online the financial statements in PDF format to the Registrar of Companies;

(b) complete online the company’s annual return;

(c) complete online any other changes required by law to be filed at Companies House, provided that such changes can be filed online and 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; and

(d) maintain the statutory books.

If a relevant charity, we have agreed to submit online to the Charity Commission:

(a) the financial statements;

(b) the annual return; and

(c) update any other information which can be submitted online, provided that you keep us fully informed of any relevant changes or events which are required to be so notified within one week of the change or event.

If a friendly society or co-operative and community benefit society, you have instructed us to:

(a) submit the accounts to the FCA;

(b) complete and submit the club’s/association’s/society’s annual return; and

Pension Scheme – preparing for auto-enrolment on a workplace pension

You will register for auto enrolment with ‘the Pensions Regulator’.
You will either identify and appoint an appropriate pension provider or we will can assist in identifying a suitable pension provider.
You will be responsible for paying the initial contribution.
You will review the assessment of the workforce and accept responsibility for the completeness and accuracy of the assessment.
You will be responsible for making all the necessary communications with the workforce in accordance with the requirements and timescales of auto enrolment both at set up and on an on-going basis.
You will be responsible for ensuring that each employee has given permission for data to be shared for the purpose of auto enrolment in accordance with the requirements of the Data Protection Act.
You have instructed us to assist you in preparing for the auto-enrolment regime for workplace pensions, and to assist you in setting up the required records to facilitate the required reviews.
We will assist you in determining your ‘staging date’ for auto enrolment and also advise as to whether the postponement facility should be used.
We will introduce you to an independent IFA for advice regarding the set-up and of your pension scheme.
We will assist you in identifying categories of worker; eligible jobholders, non-eligible jobholders and entitled workers.
We will design and assist you set-up the records required for auto-enrolment based on the information you supply to us.
Where specialist advice is required on occasions we may need to seek this from or refer you to appropriate specialists.

Third Party References

When requested by you, we may at our discretion, provide a relevant reference to a third party.

You will need to provide us with written confirmation that you duly authorise us to provide such a reference, information or confirmation to the third party.

We will provide you with a copy of the reference, information or confirmations disclosed to the third party.

You will pay any associated invoices in relation to us providing a Third Party Reference and any incidental costs to us such as postage etc.

You acknowledge that references provided to third parties will contain our standard disclaimer of liability and that any loss, damage or liability which may arise to us is to be indemnified by you.

We will not be held responsible for any delays caused by the provision of a third party reference. Nor will we accept liability for the outcome of any reference.

Registered Office

We may agree to provide our office address as your Registered Office Address for the purpose of Companies House or as a postal address for use by HM Revenue and Customs.

We will be responsible for updating these addresses should we move offices in order to maintain the most up to date addresses.

We agree to electronically store all correspondence which relates to Companies House and HM Revenue and Customs and provide you with copies upon your request.

Any correspondence which is not statutory correspondence and / or reminders and official correspondence with Companies House and / or HM Revenue and Customs we will attempt to electronically forward to you and if it is of our opinion that the correspondence should be forwarded to you so that you have the original copy we will do so. We reserve the right to charge additional administrative fees and a recharge of the postal costs.

You will pay any associated invoices or subscriptions in advance, failing which we reserve the right to refuse to handle correspondence without prejudice to any claim for monies owing. You also agree to pay the appropriate administration fee for mail forwarding which is in addition to the postal costs.

You shall notify us, in writing, of any change of address or contact details at the soonest opportunity.

All mail and/or deliveries are taken in entirely at your own risk and we will accept no liability or responsibility whatsoever for any losses, shortages or damaged howsoever caused.

Where necessary you will indemnify, reimburse or pay towards any loss, liability or damaged suffered by us in relation to this service.

We reserve the right to suspend or terminate your service if we are unable to contact you in an appropriate manner. You are entitled to print the mailing address on all stationery or other products only during the term of our agreement and must include ‘C/O Williamson & Croft. You agree that you will not use the service for any illegal or illegitimate purposes, and that such uses will constitute grounds for immediate termination of services by us.

We will also take reasonable steps to ensure accurate and efficient dealing with all communications received on your behalf and that correspondence is handled in accordance with your instructions. However, no warranty or liability is accepted by us, our staff or agents in relation to services provided, nor for losses or damages caused to you.

Data Processor Agreement

We act as a data processor on your behalf when processing your payroll. This agreement regarding processing of personal data (the “Data Processor Agreement”) regulates Williamson & Croft (the “Data Processor”) processing of personal data on behalf of your business (the “Data Controller”) and is part of the Letter of Engagement in which the parties have agreed the terms for the Data Processor’s delivery of services to the Data Controller as set out above and the standard terms and conditions of business in the engagement letter.

Legislation

1.1 The Data Processor Agreement shall ensure that the Data Processor complies with the applicable data protection and privacy legislation (the “Applicable Law”), including in particular the General Data Protection Regulation (“GDPR”) (Regulation (EU) 2016/679).

Processing of personal data

2.1 Purpose: The purpose of the processing under the Letter of Engagement is the provision of the Services by the Data Processor as specified in the Letter of Engagement.

2.2 In connection with the Data Processor’s delivery of the Main Services to the Data Controller, the Data Processor will process certain categories and types of the Data Controller’s personal data on behalf of the Data Controller.

2.3 “Personal data” includes “any information relating to an identified or identifiable natural person” as defined in GDPR, article 4 (1) (1) (the “Personal Data”). The categories and types of Personal Data processed by the Data Processor on behalf of the Data Controller are listed in sub-appendix A. The Data Processor only performs processing activities that are necessary and relevant to perform the Main Services. The parties shall update sub-appendix A whenever changes occur that necessitates an update.

2.4 The Data Processor shall assess the appropriate level of security over the processing activities in accordance with GDPR, article 32 (2).

Instruction

3.1 The Data Processor may only act and process the Personal Data in accordance with the documented instruction from the Data Controller (the “Instruction”), unless required by law to act without such instruction. The Instruction at the time of entering into this Data Processor Agreement (“DPA”) is that the Data Processor may only process the Personal Data with the purpose of delivering the Main Services as described in the Main Letter of Engagement. Subject to the terms of this DPA and with mutual agreement of the parties, the Data Controller may issue additional written instructions consistent with the terms of this Agreement. The Data Controller is responsible for ensuring that all individuals who provide written instructions are authorised to do so.

3.2 The Data Controller guarantees to process Personal Data in accordance with the requirements of Data Protection Laws and Regulations. The Data Controller’s instructions for the processing of Personal Data shall comply with Applicable Law. The Data Controller will have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which it was obtained.

3.3 The Data Processor will inform the Data Controller of any instruction that it deems to be in violation of Applicable Law and will not execute the instructions until they have been confirmed or modified.

The Data Processor’s obligations

4.1 Confidentiality

4.1.1 The Data Processor shall treat all the Personal Data as strictly confidential information. The Personal Data may not be copied, transferred, or otherwise processed in conflict with the Instruction, unless the Data Controller in writing has agreed.

4.1.2 The Data Processor’s employees shall be subject to an obligation of confidentiality that ensures that the employees shall treat all the Personal Data under this DPA with strict confidentiality.

4.1.3 Personal Data will only be made available to personnel that require access to such Personal Data for the delivery of the Letter of Engagement and this Data Processor Agreement.

4.2 The Data Processor shall also ensure that employees processing the Personal Data only process the Personal Data in accordance with the Instruction.

4.3 Security

4.3.1 The Data Processor shall implement the appropriate technical and organisational measures as set out in this Agreement and in the Applicable Law, including in accordance with GDPR, article 32. The security measures are subject to technical progress and development. The Data Processor may update or modify the security measures from time-to-time provided that such updates and modifications do not result in the degradation of the overall security.

4.4 The Data Processor shall provide documentation for the Data Processor’s security measures if requested by the Data Controller in writing.

4.5 Data protection impact assessments and prior consultation

4.5.1 If the Data Processor’s assistance is necessary and relevant, the Data Processor shall assist the Data Controller in preparing data protection impact assessments in accordance with GDPR, article 35, along with any prior consultation in accordance with GDPR, article 36.

4.6 Rights of the data subjects

4.6.1 If the Data Controller receives a request from a data subject for the exercise of the data subject’s rights under the Applicable Law and the correct and legitimate reply to such a request necessitates the Data Processor’s assistance, the Data Processor shall assist the Data Controller by providing the necessary information and documentation. The Data Processor shall be given reasonable time to assist the Data Controller with such requests in accordance with the Applicable Law.

4.6.2 If the Data Processor receives a request from a data subject for the exercise of the data subject’s rights under the Applicable Law and such request is related to the Personal Data of the Data Controller, the Data Processor must immediately forward the request to the Data Controller and must refrain from responding to the person directly.

4.7 Personal Data Breaches

4.7.1 The Data Processor shall give immediate notice to the Data Controller if a breach occurs, that can lead to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to, personal data transmitted, stored, or otherwise processed regarding the Personal Data processed on behalf of the Data Controller (a “Personal Data Breach”).

4.7.2 The Data Processor shall make reasonable efforts to identify the cause of such a breach and take those steps as they deem necessary to establish the cause, and to prevent such a breach from reoccurring.

4.8 Documentation of compliance and Audit Rights

4.8.1 Upon request by a Data Controller, the Data Processor shall make available to the Data Controller all relevant information necessary to demonstrate compliance with this DPA, and shall allow for and reasonably cooperate with audits, including inspections by the Data Controller or an auditor mandated by the Data Controller. The Data Controller shall give notice of any audit or document inspection to be conducted and shall make reasonable endeavours to avoid causing damage or disruption to the Data Processors premises, equipment, and business in the course of such an audit or inspection. Any audit or document inspection shall be carried out with reasonable prior written notice of no less than 30 days and shall not be conducted more than once a year.

4.8.2 The Data Controller may be requested to sign a non-disclosure agreement reasonably acceptable to the Data Processor before being furnished with the above.

4.9 Data Transfers

4.9.2 Ordinarily, the Data Processor will not transfer your data to countries outside the European Economic Area. In some cases, personal data will be saved on storage solutions that have servers outside the European Economic Area (“EEA”), [for example, Sage, Dropbox, or Google]. Only those storage solutions that provide secure services with adequate relevant safeguards will be employed.

Sub-Processors

5.1 The Data Processor is given general authorisation to engage third-parties to process the Personal Data (“Sub-Processors”) without obtaining any further written, specific authorisation from the Data Controller, provided that the Data Processor notifies the Data Controller in writing about the identity of a potential Sub-Processor (and its processors, if any) before any agreements are made with the relevant Sub-Processors and before the relevant Sub-Processor processes any of the Personal Data. If the Data Controller wishes to object to the relevant Sub-Processor, the Data Controller shall give notice hereof in writing within ten (10) business days from receiving the notification from the Data Processor. Absence of any objections from the Data Controller shall be deemed a consent to the relevant Sub-Processor.

5.2 The Data Processor shall on an ongoing basis monitor its Sub-Processors’ compliance with the Applicable Law. Documentation of such monitoring shall be provided to the Data Controller if so, requested in writing.

5.3 The Data Processor is at the time of entering into this Data Processor Agreement using the Sub- Processors listed in sub-appendix B. If the Data Processor initiates sub-processing with a new Sub-Processor, such new Sub-Processor shall be added to the list in sub-appendix B under paragraph 2.

Limitation of Liability

6.1 The total aggregate liability to the Client, of whatever nature, whether in contract, tort or otherwise, of Williamson & Croft for any losses whatsoever and howsoever caused arising from or in any way connected with this engagement shall be subject to the “Limitation of Liability” clause set out in the Letter of Engagement.

6.2 Nothing in this DPA will relieve the processor of its own direct responsibilities and liabilities under the GDPR.

Duration

7.1 The Data Processor Agreement shall remain in force until the Letter of Engagement is terminated.

Termination

8.1 Following expiration or termination of the Agreement, the Data Processor will delete or return to the Data Controller all Personal Data in its possession as provided in the Agreement except to the extent the Data Processor is required by Applicable law to retain some or all of the Personal Data (in which case the Data Processor will archive the data and implement reasonable measures to prevent the Personal Data from any further processing). The terms of this DPA will continue to apply to such Personal Data.

Contact

9.1 The contact information for any Data Processing issues is the contact provided in the Letter of Engagement.

Agreement

We agree to the terms of this Data Processor Agreement

_________________________________ ________________

Data Controller (The Client) Date

_________________________________ ________________

Data Processor (Williamson & Croft) Date

Sub-appendix A

Personal Data

1.1 The Data Processor processes the following types of Personal Data in connection with its delivery of the Main Services: Information on relevant employees from the Data Controller relevant for the processing of payroll. Namely:

Name, postal address, and email address
National Insurance number
HMRC information
Bank account details
Pension details
Proof of identity
Leave records
Contract of employment and HR details
Next of kin details
Date of birth
Marital status

Categories of data subjects

2.1 The Data Processor processes personal data about the following categories of data subjects on behalf of the Client: Employees of the Data Controller

Sub-appendix B

Approved Sub-Processors

1.1 The following Sub-Processors shall be considered approved by the Data Controller at the time of entering into this Agreement:

Payroll Software Provider: Sage UK, North Park, Newcastle upon Tyne, NE13 9AA
Payroll Software Provider: BrightPay, 3 Shortlands, Hammersmith, London, W6 8DA
Payroll Software Provider: STAR Professional Payroll
Payroll Software Provider: Sage Payroll
HM Revenue & Customs: Pay As You Earn and Self Assessment, HM Revenue and Customs, BX9 1AS, United Kingdom
Secure Client portal (MyepayWindow, ePaysllips & Docsafe)
NEST, Nene Hall, Lynch Wood Business Park, Peterborough, PE2 6FY
The Peoples Pension, Manor Royal, Crawley, RH10 9QP
NOW: Pensions, 6 Bevis Marks, London, EC3A 7BA
Pensionsync, 10John Street, London, England, WC1N 2EB
CreDec – BACs approved bureau, 31 Hill Street, London, W1J 5LS
Archive storage facilities are used at: Filofile, The Old Dairy, Lovington, Castle Cary, Somerset. BA7 7PT.

Sub-appendix C

1.Schedule of Processing Activities – Personal Data

Type of Personal Data	Category of Data Subject	Nature of Processing Carried Out	Purpose(s) of Processing	Duration of Processing
Personal information and contact details; including name, address, email address, date of birth, gender	Current employees Former employees	To maintain accurate information when submitting PAYE & Pension data to HMRC & Pension provider	Necessary for the performance of the employment contract between the employee and employer. Necessary for the compliance with the legal obligations of the employer.	Contractual on behalf of the Data Controller
Financial, payroll and tax information; including salary, benefits, pension, bank account details, tax codes and NI numbers	Current employees Former employees	To ensure employees are paid correctly and receive the correct benefits. To ensure compliance with income tax requirements. To ensure compliance with pension regulations.	Necessary for the performance of the employment contract between the employee and employer. Necessary for the compliance with the legal obligations of the employer.	Contractual on behalf of the Data Controller
Absence records; including details of the different types of absence i.e. maternity, sickness and annual leave	Current employees Former employees	To maintain a record of the operation of annual leave. To maintain a record of the operation of sickness absence to ensure payment of SSP or contractual sick pay. To maintain a record of leave for maternity, paternity, adoption, shared parental, parental and any other type of paid or unpaid leave or time off work to ensure payment of statutory or contractual pay.	Necessary for the performance of the employment contract between the employee and employer. Necessary for the compliance with the legal obligations of the employer. To comply with the duty to make reasonable adjustments for disabled employees To meet health and safety obligations	Contractual on behalf of the Data Controller
Termination of employment	Current employees Former employees	To maintain employee record To ensure compliance with legal, pension and tax requirements.	Necessary for the performance of the employment contract between the employee and employer. Necessary for the compliance with the legal obligations of the employer.	Contractual on behalf of the Data Controller

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