TERMS OF BUSINESS

INTRODUCTION

The following terms of business apply to all engagements accepted by Dennis & Turnbull Limited (“d&t”, “we”, “us”, “our” and “ours”) , incorporated and registered in England and Wales with company number 04687071 whose registered office is at Swatton Barn, Badbury, Swindon, Wiltshire SN4 0EU

INTERPRETATION

Headings are for ease of reading only and shall not affect the interpretation of this document. Provisions are in alphabetical order by heading, and the order does not imply weighting or importance to any individual provision.

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

A reference to writing or written includes faxes but no other electronic form unless otherwise expressly provided in this agreement.

Any words following the terms including, include, in particular or for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time provided that, as between the parties, no such amendment, extension or re-enactment made after the date of this agreement shall apply for the purposes of this agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.

A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

If any provision of our engagement letters or terms of business is held to be void, then that provision alone will be deemed not to form part of this contract. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in our terms of business will take precedence.

AUTHORISATION AND REGISTRATION

We are registered with the Institute of Chartered Accountants in England and Wales (“ICAEW”) as chartered accountants and can be found on the register of members on the ICAEW website.

APPLICABLE LAW

Our engagement letter, the schedules of services and our standard terms of business are governed by and should be construed in accordance with English law. Each party agrees that the courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this document and any matter arising from it on any basis. Each party irrevocably waives any right to object to any action being brought in those Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.

We will not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in the law or in your circumstances. We will accept no liability for losses arising from changes in the law, or the interpretation thereof, that occur after the date on which the advice is given.

BRIBERY ACT 2010

In accordance with the requirements of the Bribery Act 2010 we have policies and procedures in place to prevent the business and its directors and staff from offering or receiving bribes.

PARTNERS’ MONEY

We may, from time to time, hold money on your behalf. The money will be held in trust in a partner bank account, which is segregated from the firm’s funds. The account will be operated, and all funds dealt with, in accordance with the Partners’ Money Regulations of the ICAEW.

To avoid excessive administration, your balance will be held in a non-interest-bearing account. If the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, we will put the money in a designated interest-bearing partner bank account and pay the interest to you. Subject to any tax legislation, interest will be paid gross.

We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. If you have any outstanding balance with d&t, we reserve the right to deduct this balance from any monies held before they are returned to you.

If any funds remain in our partner account that are unclaimed and the partner to which they relate has remained untraced for five years or we as a firm cease to practise, then we may pay those monies to a registered charity.

COMMISSIONS PAYABLE FROM THIRD PARTIES

In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you.

Where this happens, we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. You agree that we or our associates, can retain the commission or other benefits without being liable to account to you for any such amounts. The same will apply where the payment is made to or the transactions are arranged by a person or business connected with ours. You consent to such commission or other benefits being retained by us without our being liable to account to you for any such amounts.

A practical example of the types of commissions that may be reasonably expected to be received by us is included under the provision titled Software.

If in the future, abnormally large commissions (any amount over £500) are received which were not envisaged when the engagement letter was signed, we will notify you in relation to the retention of those commissions.

COMMUNICATION

Our primary method of communication with you and with third parties will be via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments. We will require you to use our secure partner portals from time to time should we feel that that the confidentiality of the communication requires it.

With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However electronic communication is not totally secure, and we cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material. These are risks you must bear in return for greater efficiency and lower costs.

Due to the potential for data corruption or alteration to an electronic communication it may be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it.

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

CONFIDENTIALITY

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

We may, on occasions, subcontract work on your affairs to other professionals. Those subcontractors will be bound by our partner confidentiality terms.

Where your business is part of a franchise network, we may provide the franchisor with financial data and information as agreed between you and them in the franchise agreement.

We reserve the right, for the purpose of promotional activity, training or for any other business purpose, to mention that you are a partner. As stated above we will not disclose any confidential information.

CONFLICTS OF INTEREST

We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another partner unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different partners if a conflict arises. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.

If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, then we will adopt those safeguards. In resolving the conflict, we would be guided by ICAEW’s Code of Ethics. During and after our engagement, you agree that we reserve the right to provide services for other partners whose interests are not the same as yours or are adverse or in competition to yours subject of course to the obligations of confidentiality referred to above.

DATA PROTECTION AND THE GENERAL DATA PROTECTION REGULATION (EU) 2016/679

We have a comprehensive Privacy Notice which is available on our website and on request which covers the data that we collect and how it is used and demonstrates our compliance with Data Protection legislation. This provision is to provide a brief narrative on our approach; however, if there is any conflict between this provision and our Privacy Notice, our Privacy Notice will take precedence.

In this provision, the following definitions shall apply:

  • ‘partner personal data’ means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement letter with you;
  • ‘data protection legislation’ means all applicable privacy and data protection legislation and regulations including PECR, the GDPR and any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time;
  • ‘controller’, ‘data subject’, ‘personal data’, and ‘process’ shall have the meanings given to them in the data protection legislation;
  • ‘GDPR’ means the General Data Protection Regulation ((EU) 2016/679); and
  • ‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).

We shall each be considered an independent data controller in relation to the partner personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the partner personal data.

You shall only disclose personal data to us where:

  • you have provided the necessary information to the relevant data subjects regarding its use;
  • you have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject’s consent; and
  • you have complied with the necessary requirements under the data protection legislation to enable you to do so.

For the purpose of providing our services to you, we may disclose the partner personal data to our group companies, our regulatory bodies or other third parties (including, but not limited to our professional advisors, subcontractors, or service providers). The third parties to whom we disclose such personal data may be located outside of the European Economic Area (EEA). We will only disclose partner personal data to a third party (including a third party outside of the EEA) provided that the transfer is undertaken in compliance with the data protection legislation.

We may disclose the partner personal data to other third parties in the context of a possible sale, merger, restructuring or financing of or investment in our business. In this event we will take appropriate measures to ensure that the security of the partner personal data continues to be ensured in accordance with data protection legislation. If a change happens to our business, then the new owners may use our partner personal data in the same way as set out in these terms.

We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the partner personal data and against accidental loss or destruction of, or damage to, the partner personal data.

In respect of the partner personal data, provided that we are legally permitted to do so, we shall promptly notify you in the event that:

  • we receive a request, complaint or any adverse correspondence from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or in respect of our processing of their personal data;
  • we are served with an information, enforcement or assessment notice (or any similar notices), or receive any other material communication in respect of our processing of the partner personal data from a supervisory authority as defined in the data protection legislation (for example in the UK, the Information Commissioner’s Officer); or
  • we reasonably believe that there has been any incident which resulted in the accidental or unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of, the partner personal data.

Upon the reasonable request of the other, we shall each co-operate with the other and take such reasonable commercial steps or provide such information as is necessary to enable each of us to comply with the data protection legislation in respect of the services provided to you in accordance with our engagement letter with you in relation to those services

ETHICAL GUIDELINES

We are bound by the ethical guidelines of the ICAEW and accept instructions to act for you on the basis that we will act in accordance with those ethical guidelines. A copy of these guidelines can be viewed at our offices on request or can be seen at www.icaew.com. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

FEES

Our fees may depend not only upon the time spent on your affairs by the directors, our staff and sub-contractors but also on the level of skill and responsibility and the importance and value of the advice that we provide, as well as the level of risk.

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

Where requested we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement there to.

If it is necessary to carry out work outside the responsibilities agreed between us it will involve additional fees. Accordingly, we would like to point out that it is in your interests to ensure that your records etc. are completed to the agreed stage.

In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by HMRC. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such services were arranged through us you will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.

Our fees are exclusive of VAT which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate. Unless otherwise agreed to the contrary our fees also do not include the costs of any third party, counsel or other professional fees.

As we provide a monthly service, we will invoice you monthly in line with our agreed fees. All partners are expected to pay by either direct debit or credit card, and this will be facilitated by an independent third-party provider. We no longer accept payment by cheque or cash.

If you do not accept that an invoiced fee is fair and reasonable you must notify our Managing Director, Dave Galvin, in writing within 7 days of receipt, failing which you will be deemed to have accepted the invoice in line with our agreed engagement and consequentially accepted that payment is due. If, for any reason, our engagement is terminated before we raise the first monthly invoice, we reserve the right to invoice an administrative charge equivalent to the higher of the expected monthly invoice or £150 + VAT, to cover our administrative and onboarding costs. No refunds will be offered on payments made against invoices if they have not been disputed in accordance with the process set out in this paragraph.

If a partner company, trust or other entity is unable or unwilling to settle our fees we reserve the right to seek payment from the individual (or parent company) giving us instructions on behalf of the partner and we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you. It is normal practice for us to ask that a Guarantor be designated to guarantee to pay our invoices in the event of default by you as the principal debtor.

We reserve the right to charge interest, compensation and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998 and it is agreed that the term implied by that Act shall apply after any judgment as well as before. Any reference to Late Payment of Commercial Debts (Interest) Act 1998 is also a reference to any amendment, modification or re-enactment of it. If for any reason the Late Payment of Commercial Debts (Interest) Act 1998 does not apply interest shall be payable on overdue amounts at 8% over the Bank of England Base Rate from time to time.

Without prejudice to our right to claim costs under the Late Payment of Commercial Debts (Interest) Act 1998, if for any reason any payment is not made when due we reserve the right to be paid on an indemnity basis any costs we incur in recovering any money due under this contract (and the costs of recovering such costs) including our administrative costs and any costs incurred with lawyers or debt collection agencies. Our administrative costs may include the cost of employing the staff concerned and the overheads attributable to them for the time spent. In calculating our administrative costs credit will be given for any compensation due under the Late Payment of Commercial Debts (Interest) Act 1998. If proceedings are issued, the lower of a minimum contribution of £200 towards legal fees (in addition to the fixed costs of issue) and the actual legal fees incurred with our lawyers (in addition to the fixed costs of issue) will be claimed.

IMPLEMENTATION OF ADVICE

We will only assist with implementation of our advice if specifically instructed and agreed via our engagement processes. Should an specific implementation engagement not be in place, it is to be reasonably assumed that our services cover the items agreed within our service engagement letters, and that implementation of any matters included but not limited to business advice or guidance is the responsibility of the partner.

INTELLECTUAL PROPERTY RIGHTS

We will retain all copyright in any documents, designs, products, software or tools prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.

You are not permitted to use our name in any statement or document you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that, in accordance with applicable law, are to be made public.

INTERNAL DISPUTES WITHIN A PARTNER BUSINESS

If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, it should be noted that our partner is the business. Unless otherwise agreed by all parties we will continue to supply information to the normal place of business for the attention of the directors / partners / principals (the Individuals). If conflicting advice, information or instructions are received from different Individuals in the business we will refer the matter back to the business and take no further action until the individuals within the business have agreed the action to be taken.

INVESTMENT ADVICE AND INSURANCE MEDIATION SERVICES

Investment business is regulated by the Financial Services and Markets Act 2000. If during the provision of professional services to you, you need advice on investments (including insurances), we may have to refer you to someone who is authorised by the Financial Conduct Authority.

However, as we are licensed by the ICAEW, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you. In particular we may:

  • advise you on investments generally, but not recommend a particular investment or type of investment;
  • introduce you to an Permitted Third Party (PTP) (an independent firm authorised by the Financial Conduct Authority), assist you and the PTP during the course of any advice given by that party and comment on, or explain, the advice received (but not make alternative recommendations). The PTP will issue you with his own terms of business letter, will be remunerated separately for his services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000. The firm may receive commission from such an introduction, in which case you will be fully informed of the expected size and nature of such commission at the time of the introduction by either ourselves or the PTP.
  • assist you in making arrangements for transactions in investments in certain circumstances;
  • advise and assist you in transactions concerning shares or other securities not quoted on a recognised exchange; and
  • manage investments or act as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person

We work alongside a Permitted Third Party (PTP), d&t Financial Advisors Limited who are authorised and regulated by the Financial Conduct Authority. We are happy to make introductions to them where appropriate.

We may also, on the understanding that the shares or other securities of the company are not publicly traded:

  • advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options valuation and methods;
  • arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;
  • arrange for the issue of the new shares; and
  • act as the addressee to receive confirmation of acceptance of offer documents etc.

In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants’ Compensation Scheme in respect of exempt regulated activities undertaken.

LIEN

Insofar as we are permitted to so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.

LIMITATION OF LIABILITY

Our engagement letter, the schedules of services and our standard terms of business are governed by and should be construed in accordance with English law. Each party agrees that the courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and any matter arising from it on any basis. Each party irrevocably waives any right to object to any action being brought in those Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.

We will provide services as outlined in the engagement letter with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities where you or others supply incorrect or incomplete information, or fail to supply any appropriate information or where you fail to act on our advice or respond promptly to communications from us or the tax authorities.

You will not hold us, our directors and staff, responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with the engagement. You have agreed that you will not bring any claim in connection with services we provide to you against any of our directors or employees personally.

Our work is not to be made available to third parties without our written permission (unless there is a legal or regulatory requirement) and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

MONEY LAUNDERING REGULATIONS 2007, PARTNER IDENTIFICATION AND THE  PROCEEDS OF CRIME ACT 2002

In accordance with the Proceeds of Crime Act 2002 and Money Laundering Regulations 2007 you agree to waive your right to confidentiality to the extent of any report made, document provided, or information disclosed to the Serious Organised Crime Agency (SOCA).

You also acknowledge that we are required to report directly to SOCA without prior reference to you or your representatives if during the course of undertaking any assignment the person undertaking the role of Money Laundering Reporting Officer becomes suspicious of money laundering.

In common with all accountancy and legal practices the firm, its principals and staff are required to comply with the regulations of the Proceeds of Crime Act 2002. This includes provisions that may require us to make a money laundering disclosure in relation to information we obtain as part of our normal work. It is not our practice to inform you when such a disclosure is made or the reasons for it because of the restrictions imposed by the “tipping off” provisions of the legislation.

As with other professional services firms, we are required to identify our partners for the purposes of the UK anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.

If you undertake business that requires you to be supervised by an appropriate supervisory authority to follow anti-money laundering regulations including if you accept or make a high value cash payments of €10,000 or more (or equivalent in any currency) in exchange for goods you should inform us.

Any personal data received from you to comply with our obligations under The Money Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations 2017 (MLR 2017) will be processed only for the purposes of preventing money laundering or terrorist financing. No other use will be made of this personal data unless use of the data is permitted by or under enactment other than the MLR 2017, or we have obtained the consent of the data subject to the proposed use of the data.

PERIOD OF ENGAGEMENT AND TERMINATION

Unless otherwise agreed in the engagement covering letter our work will begin when we receive your implicit or explicit acceptance of that letter. Except as stated in that letter we will not be responsible for periods before that date.

Each of us may terminate this agreement by giving not less than 14 days’ notice in writing to the other party except where you fail to co-operate with us or we have reason to believe that you have provided us, Companies House, HMRC, or any other third party with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.

In the event of termination of this contract, we will not be liable to refund you for any monthly invoices paid during the period of our engagement unless they have been disputed in accordance with the process set out in this letter. There may however be fees payable in accordance with the provisions of the Fees section of these terms, and these will fall due at the date of termination.

We will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately. In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.

At the point of termination we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. Should we have no contact with you for a sustained period we may issue to your last known contact details a disengagement letter and hence cease to act.

PROFESSIONAL RULES AND STATUTORY REGULATIONS

We will observe and act in accordance with the byelaws, regulations and code of ethics of the ICAEW and will accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by HMRC where we become aware of them. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. You can see copies of these requirements in our offices.

We also confirm that we are Statutory Auditors eligible to conduct audits under the Companies Act 2006. When conducting audit work, we are required to comply with the Ethical Standards for Auditors which can be accessed on the internet at: www.icaew.com/en/members/regulations-standards-and-guidance.

PROVISION OF PROBATE-TYPE SERVICES

We are not licensed or authorised for the reserved legal activity of non-contentious probate. Consequently, any work we do for you on closely aligned activities, such as estate administration or inheritance tax advice, will not be covered by the ICAEW Probate Compensation Scheme, this service will not be covered by legal personal privilege and you will not have access to the Legal Ombudsman.

PROVISION OF SERVICES REGULATIONS 2009

We are registered to carry on audit work in the UK by the ICAEW. Details of our audit registration can be viewed at: http://www.auditregister.org.uk/ for the UK (under reference number C008418585).

Our professional indemnity insurer is at Lloyd’s APC Underwriting, 80 Leadenhall Street, London, EC3A 3DH. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States or Canada.

QUALITY OF SERVICE

We are committed to providing you with a high-quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service please contact our Managing Director, Dave Galvin, in writing.

We agree to look into any complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given you less than satisfactory service, we undertake to do everything reasonable to address your concerns. If you are still not satisfied you can refer your complaint to our professional body, ICAEW.

If you are a consumer, should we be unable to resolve your complaint you may also be able to refer your complaint to an alternative dispute resolution (ADR) provider to try and reach a resolution. We will provide details of a ADR provider if we cannot resolve your complaint using our internal procedures. This is in addition to your ability to complain to ICAEW.

As part of our ongoing commitment to providing a quality service, our files are periodically reviewed by both an independent regulatory advisor, and the quality control body of the ICAEW. These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as our principals and staff.

RELIANCE ON ADVICE

We will endeavour to record all advice on important matters in writing, which may be by electronic means. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing, which may be provided to you by electronic means.

RETENTION OF RECORDS

Whilst certain documents may legally belong to you, we reserve the right to destroy correspondence and other papers that we store electronically or otherwise that are more than seven years old. You must notify us in writing should you wish us to keep a document for any longer period, and we also recommend that you keep a copy of any documents provided to us.

SOFTWARE

You understand that d&t may sign-up and agree to the “Terms & Conditions” of software providers on your behalf, unless clearly requested by you before engaging the services of d&t. You agree to the Terms & Conditions of third party providers of software that we may provide you with, including but not limited to QuickBooks Online, Xero, FreeAgent, Unleashed, Chaser, Sage, Futrli, Fathom, Fluidly, Float and Receipt Bank; further details of which will be available from the websites of the respective software providers.

You agree to the Terms & Conditions of other software used by d&t that you are required to access in the provision of services to you. This includes online software accessed by you the Partner, as instructed or made available by d&t.

For clarification and with the intention of reducing administration, we may receive commissions from software vendors on monthly or annual subscriptions that are paid by you for software products recommended by us. The recommendations are not based on levels of commission and our obligations to you as a professional advisor outweigh any minor commercial return from any potential arrangements with our vendors. By way of example, a typical commission payment for a £15 monthly software subscription may be in the region of 20%, resulting in a commission payable to d&t of £3 per month. It is clearly impractical to report on each such receipt in writing, and as such your agreement to purchase software recommended by us includes an acknowledgement of potential commissions payable to d&t in accordance with the paragraph in this document entitled Commissions.

d&t may also use or develop software, including spreadsheets, databases and other electronic tools (“Tools”) in providing the Services. If we provide these Tools to you, you acknowledge that (except where these Tools are a specific deliverable under our Agreement with you) they are not your property, were developed for our purposes and without consideration of any purposes for which you might use them, are made available on an “as is” basis for your use only and must not be distributed to or shared with any third party. To the full extent permitted by law, we make no representations or warranties as to the sufficiency or appropriateness of the Tools for any purpose for which you or a third party may use them.

You agree that d&t does not accept any liability for the content or performance of any third-party website accessed through our websites or social media feeds, nor endorse or approve the contents of any such site. d&t does not give any warranty that its website is free from viruses or anything else which may have a harmful effect on any technology.

THIRD PARTIES

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

TIMING OF OUR SERVICES

If you provide us with all information and explanations on a timely basis in accordance with our requirements, we will plan to undertake the work within a reasonable period of time to meet any regulatory deadlines. However, failure to complete our services before any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.