These standard terms of business apply unless changes are expressly agreed in writing in the Engagement Letter. They form the contract between you and us together with the Engagement Letter and the Description of the Services.

The terms defined in the Engagement Letter have the same meaning in these Terms.

Services Description – the description of the Services as set out in the Engagement Letter and/or the applicable Services Description document.

Terms – means these terms of business.

you/your – means the client identified in the Engagement Letter.

we/us/our – means D4 Accountants which is a trade name of DIMENSIONS 4 CONSULTANTS LTD, (Company No 14550685)

1. Professional Obligations

1.1 Where we become aware of errors made by HM Revenue & Customs you give us authority to correct them. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

Professional Indemnity Insurance

1.2 In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer details are available by contacting us.

Our Details

1.3 In accordance with the disclosure requirements of the Provision of Services Regulations 2009, we are a company limited by shares.

2. Fees

2.1 Our fees are calculated on the basis specified in the Engagement Letter. In addition, we may charge disbursements of travel, accommodation and other expenses incurred in dealing with your affairs.

2.2 If it is necessary for us to carry out work that is outside the scope of the Engagement Letter, we will advise you of this in advance. Any additional work will result in additional fees being charged. We would therefore like to point out that it is in your interests to ensure that the information you provide us with is completed to the agreed stage.

2.3 If we give you an estimate of our fees for carrying out any specific work, then that estimate will not be contractually binding unless we have explicitly stated that will be the case. Any additional work will form part of this Engagement and be deemed Services unless we specify otherwise.

2.4 Any queries you have on our invoices must be notified to us within 21 days of receipt or we shall deem you to have accepted that payment is due.

2.5 Where a scheduled monthly payment is not made, any fees invoiced to you that are outstanding at that time will immediately become due for payment in entirety.

2.6 Unless the Engagement Letter confirms that Services are not provided for a month period you agree that the Engagement is for an initial term of 1 month which will become a rolling monthly agreement thereafter unless it is terminated in accordance with these Terms. You are responsible for the fees due for a full month term once it begins.

2.7 You may have an insurance policy or membership of a trade or professional body that entitles you to assistance with payment of our fees in some situations. A particular example would be assistance with an investigation by HM Revenue & Customs. Unless you arranged the insurance through us then you will need to advise us of any such cover you have. Please note that you remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.

2.8 We reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to terminate our engagement and cease acting if payment of any fees billed is unduly delayed. We accept settlement of fees by certain credit cards. If we terminate the Engagement due to unpaid fees, we are entitled to recover any fees which should have been paid during the remaining term.

2.9 In the event that we cease to act for you then you agree to meet all reasonable costs of providing information to your new advisers. In particular, you agree to meet these costs where we are required by law to provide information to a successor firm.

3. Help us to give you the right service

3.1 If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know by contacting us.

3.2 We undertake to investigate any complaint carefully and promptly and do all we can to explain the position to you. Complaints should be sent by email to

[email protected] with the subject line as compliant.

3.3 In order for us to provide you with a high quality service on an ongoing basis it is essential that you provide us with relevant records and information when requested, reply to correspondence in a timely manner and otherwise follow the terms of the agreement between us set out in these Terms and associated Engagement Letters and Services Document. We therefore reserve

the right to cancel the engagement between us with immediate effect in the event of:

• your insolvency, bankruptcy or other arrangement being reached with creditors;
• failure to pay our fees by the due dates;
• either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.

3.4 Should we resign, or be requested to resign, we will normally issue a Disengagement Letter to ensure that our respective responsibilities are clear. Should we have no contact with you for a period of 3 months or more we may issue to your email address a Disengagement Letter and hence cease toact.

3.5 If the Engagement is terminated under clause 3.3 or 3.4 you will be responsible for the payment of any fees which should have been paid for any remaining period of any Term.

4. Commissions or other benefits

4.1 In some circumstances, commissions or other benefits may become payable to us, or one of our associates, in respect of transactions we or such associates arrange for you. If this happens, we will notify you in writing of the amount and terms of payment.

5. Client monies

5.1 We may at times hold money on your behalf. Any such money will be held on trust in a client bank account, which is held separately to funds that belong to us.

5.2 We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds.

5.3 To avoid excessive amounts of administration, interest will only be paid to you if the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £25. Any such interest would be calculated using the prevailing rate applied by our banker for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.

5.4 If the total sum of money held on your behalf exceeds £10,000 for a period of more than 30 days, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will bepaid gross.

5.5 We will exercise reasonable skill and care to ensure that a fair rate of interest is earned.

6. Retention of and access to records.

6.1 During the course of our work we will collect information from you, and others acting on your behalf, and will return any original documentation to you following the preparation of your accounts and returns. You have a legal responsibility to retain these records. The law requires individuals, trustees and partnerships to keep records in relation to trading or rental income 6 years from the 31 January following the end of the tax year to which they relate. Other records should be kept for 22 months after the end of the tax year they relate to. Companies, Limited Liability Partnerships and other corporate entities are required to keep records for 6 years from the end of the accounting period.

6.2 Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If you require retention of any document you must notify us of that fact inwriting.

7. Conflicts of interest and independence

7.1 We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours, or are, or may be adverse to yours. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you. We have safeguards that can be implemented to protect the interests of different clients 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.

7.2 If a conflict of interest should arise, either between two or more of our clients, or in the provision of multiple services to a single client, we will take such steps as are necessary to deal with the conflict. In resolving the conflict.

8. Confidentiality

8.1 Communication between us is confidential and we shall take all reasonable steps to keep your information confidential except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. Any subcontractors we use will be bound by the same confidentiality requirements.

9. Quality Control

9.1 As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent regulatory or quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our principals and staff.

9.2 We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.

10. Applicable Law

10.1 This engagement letter is governed by, and construed in accordance with English law. The Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Engagement and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.

10.2 If any provision in these Terms of Business or any associated Engagement Letter, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality, or enforceability of any other provisions shall not in any way be affected or Impaired.

11. Internet Communication

11.1 Unless you tell us otherwise, we will at times use email or other electronic means to communicate with you.

11.2 Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. Unless specifically stated, such communications should not be construed as an offer or acceptance, or to form part of a legally binding contract. Any views expressed in such communications are those of the individual sender, except where the sender specifically states them to be the views of D4 Accountants.

11.3 We do not accept responsibility for any errors or problems that may arise using internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us inwriting that email is not an acceptable form of communication and that all relevant communications should be by post.

To ensure compliance with the Data Protection Act 2018 we transmit personal information (including sensitive data as prescribed by the Act, or personal financial information) in email communications encrypted to at least the minimum standard of FIPS 140-2*.

We may be able to provide you with the means to communicate with us in an encrypted format. If you do not agree to the use of encryption technology when required by law, you should notify us in writing that encrypted email is not an acceptable form of communication and that all relevant communications should be by post. It is the responsibility of the recipient to carry out a virus check on any attachments received.

12. Data Protection Act 2018

12.1 To enable us to discharge the services agreed under our engagement, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance, we may obtain, use, process and disclose personal data about you / your business / company / partnership / its officers and employees. You have a right of access, under data protection legislation, to the personal data that we hold about you. We confirm that when processing data on your behalf we will comply with provisions of the Data Protection Act 2018, General Data Protection Regulation (GDPR) and any best practice guidance issued by the Information Commissioner’s Office (ICO). For the purposes of the Data Protection Act 2018, the Data Controller in relation to personal data supplied about you is R Atif.

13. Contracts (Rights of Third Parties) Act 1999

13.1 Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

13.2 The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

14. The Proceeds of Crime Act 2002and the Money Laundering Regulations 2007

14.1 In common with all accountancy and legal practices, the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to:

• Maintain identification procedures for clients and beneficial owners of clients.
• Maintain records of identification evidence and the work undertaken for the client; and
• Report, in accordance with the relevant legislation and regulations.

14.2 We have a duty under section 330 of the Proceeds of Crime Act 2002 to report to the Serious Organised Crime Agency (SOCA) if we know, or have reasonable cause to suspect, that another person is involved in money laundering. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence.

14.3 The offence of money laundering is defined by section 340(11) of the Proceeds of Crime Act and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit.

14.2 We are obliged by law to report any instances of money laundering to NCA without your knowledge or consent. In consequence, neither the firms' principals nor staff may enter into any correspondence or discussions with you regarding such matters.

14.3 We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 in accordance with the guidance published by the Consultative Committee of Accountancy Bodies.

14.4 We may use electronic checks as part of our identification procedures. We confirm that these electronic checks are not credit checks.

15. General limitation of liability

15.1 We will provide services as outlined in this letter with reasonable care and skill. 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.

15.2 You will not hold us, the owners of this firm and any staff employed by the firm, 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 this agreement. You have agreed that you will not bring any claim in connection with services we provide to you against any of the principals or employees personally.

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

16. Use of our name in statements or documents issued by you.

16.1 You are not permitted to use our name in any statement or document that 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.

17. Draft/interim work

17.1 In the course of our providing services to you we may provide advice or reports or other work products in draft or interim form. However, final written work products will always prevail over any draft, or interim statements.

18. Advice

18.1 Advice we give you orally should not be relied upon unless we confirm it in writing. We endeavour to record all advice on important matters in writing. However, if you particularly wish to rely upon oral advice, we give you during a telephone conversation or a meeting, you must ask for the advice to be confirmed in writing.

18.2 Unless specifically instructed and agreed in advance we will not assist with the implementation of our advice.

19. Intellectual property rights

19.1 We will retain all copyright in any document prepared by us during carrying out the engagement save where the law specifically provides otherwise.

20. Internal disputes within a client

20.1 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 client is the business and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the registered office/normal place of business for the attention of the directors/proprietors. If conflicting advice, information or instructions are received from different directors/principals in the business we will refer the matter back to the board of directors/the partnership and take no further action until the board/partnership has agreed the action to be taken.

21. Investment services

21.1 We are not authorised by the Financial Conduct Authority to conduct Investment Business. If you require investment business services, we will refer you to a firm authorised by the Financial Conduct Authority.

22. Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standards

22.1 Unless agreed specifically in a separate engagement letter, we are not responsible for your compliance with the International Tax Compliance (United States of America) Regulations 2013, produced as a result of FATCA. In particular, we are not responsible for the categorisation of any UK entity into either a Financial Institution (FI) or an active or passive Non-Financial Foreign Entity (NFFE) nor, if a Financial Institution, for its registration with the US Internal Revenue Service (IRS) and subsequent submission of the required annual returns to HM Revenue & Customs.

22.2 However, if requested to do so we can provide advice on the completion of the forms supplied by Financial Institutions under these Regulations, or under Common Reporting Standards, and used by them to determine the status of an entity. We can also provide advice on setting up the appropriate systems to identify and report on your clients or beneficiaries who are foreign citizens affected by FATCA or Common Reporting Standards.

23. Changes in the law

23.1 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 the company’s circumstances.

23.2 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.

24. Limitation of liability

24.1 We have discussed with you the extent of our liability to you in respect of the professional services described within this engagement letter (the professional services). Having considered both your circumstances and our own, we have reached a mutual agreement that £40,000, being an amount over 20 times our annual fees, represents a fair maximum limit to our liability and save where our liability cannot be limited by law our liability is limited to this amount for any and all claims, matters, issues or any other reason arising in a 12 month period..

In reaching this agreement it is also agreed that:

• In the event of any claim for loss or damage arising from the professional services, you have agreed that the sum of £40,000 represents the maximum total liability to you in respect of the firm, its directors and staff. This maximum total liability applies to any and all claims made on any basis and therefore includes any claims in respect of breaches of contract, tort/delict (including negligence) or otherwise in respect of the professional services and shall also include interest; and
• We confirm that the limit in respect of our total aggregate liability will not apply to any acts, omissions or representations that are in any way criminal, dishonest or fraudulent on the part of the firm, its directors or employees.

25. Agreement of terms

25.1 This agreement will start as outlined in the Engagement Letter or when we begin the provision of the Services. The agreement is formed of these Terms, the Engagement Letter and the Services Description.

25.2 We will not be responsible for any matter arising prior to the Engagement beginning. Your previous advisers will deal with outstanding matters relating to earlier periods.

26. General

26.1 Force majeure. Neither party shall be in breach of this Engagement nor liable for delay in performing, or failure to perform, any of its obligations under this Engagement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

26.2 Assignment and other dealings. You shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Engagement without our prior written consent.

26.3 We may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Engagement.

26.4 Entire agreement. This Engagement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

26.5 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Engagement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Engagement.

26.6 Variation. No variation of this Engagement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

26.7 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not: waive that or any other right or remedy; or prevent or restrict the further exercise of that or any other right or remedy.

26.8 Severance. If any provision or part-provision of this Engagement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Engagement.

26.9 Notices. Any notice or other communication given to a party under or in connection with this Engagement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.

26.10 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in the Engagement Letter; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

26.11 Changes to terms. We may amend any term of the Engagement (in particular, the description of the services and pricing) by providing one months’ notice. Your quotation is based on brackets of annual turnover and average monthly transactions. If your business’ turnover and/or transactions change, exceeding the bracket threshold, then we may adjust our fees accordingly to reflect the changes in your business. Unless you terminate the Engagement, the revised terms shall apply from the end of the one-month notice period.

26.12 Bribery. The parties shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.

27. Termination

27.1 Either party may terminate the Engagement by serving 1 months’ notice expiring at the end of a Term.

27.2 Without affecting any other right or remedy available to it, either party to this Contract may terminate it with immediate effect by giving written notice to the other party if: the other party commits a material breach of any term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under this Contract has been placed in jeopardy.

27.3 Without affecting any other right or remedy available to it, we may terminate the Engagement with immediate effect by giving written notice to you if you fail to pay any amount due under this contract on the due date for payment and remains in default not less than 30 days after being notified to make such payment.

27.4 On termination of this Contract for whatever reason: you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt; termination of the Engagement shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this contract which existed at or before the date of termination; and any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

27.5 On termination of this Engagement for any reason other than our material breach all fees for the remainder of any Term shall become due.

28. Excluded Services

28.1 We do not provide any services unless we have expressly agreed to do so and any other obligation to provide services are excluded, in particular but without limitation.

(a) management accounting, including cash flow statements, costing systems and advice to management.

(d) advice on the selection and implementation of computer systems

(e) investigations for special purposes, e.g., business performance analysis or business acquisitions; and

(f) advice on the selection and recruitment of staff.