Your responsibilities as directors

1. As directors of the company, you are responsible for preparing financial statements which give a true and fair view and which have been prepared in accordance with the Companies Act 2006 (the Act). 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.
2. In preparing the financial statements, you are required to:
   • select suitable accounting policies and then apply them consistently unless a change is required by applicable accounting standards or will provide more reliable and more relevant information;
   • make judgements and estimates that lead to the financial statements giving a true and fair view; and
   • prepare the financial statements on the going concern basis unless management either intends to liquidate the entity, or cease trading, or has no realistic alternative but to do so.
3. You are responsible for keeping adequate accounting records that set out with reasonable accuracy at any time the company’s financial position, and for ensuring that the financial statements comply with applicable accounting standards and with the Companies Act 2006 and give a true and fair view. By approving the financial statements, you will be acknowledging this responsibility.
4. You are also responsible for safeguarding the assets of the company and hence for taking reasonable steps to prevent and detect fraud and other irregularities.
5. You are also responsible for deciding whether, in each financial year, the company meets the conditions for exemption from an audit, as set out in section 477, 479A or 480 of the Companies Act 2006 and for deciding whether the exemption can be claimed that year. Equally you are responsible for ensuring that any exemption taken is appropriately disclosed in the financial statements.
6. You are responsible for ensuring that the company complies with the laws and regulations that apply to its activities, and for preventing non-compliance and detecting any that occurs.
7. You are responsible for ensuring that all relevant individuals have verified their identity with Companies House, in line with the requirements of the Economic Crime and Corporate Transparency Act 2023. You will need to provide us with the codes from Companies House to enable us to file documents on your behalf.
8. You have undertaken to make available to us, as and when required, all the company’s accounting records and related financial information and explanations, including minutes of management, shareholders’ and directors’ meetings, that we need to do our work. This is required to be confirmed in the directors’ report along with an acknowledgement that the financial statements have been prepared on an appropriate accounting basis.
9. If financial information is published on the company’s website or by other electronic means which includes a report by us or otherwise associated with us, 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 reports or the financial statements if they are to be published in an inappropriate manner.
10. It is your responsibility to set up controls to prevent or detect quickly any changes to electronically published information. We are not responsible for reviewing these controls or 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.

Our responsibilities as accountants

1. You have asked us to help you prepare the financial statements in accordance with the requirements of the Companies Act, and for preparing accounts for filing with the Registrar of Companies as well as to enable profits to be calculated to meet the requirements of current tax legislation and to provide sufficient and relevant information to complete a tax return. We will compile the financial statements for your approval based on the accounting records that you maintain, the information and explanations that you give us and in accordance with FRS 102 Section 1A, or such other accounting framework agreed and applicable to you.
2. We will plan our work on the basis that no report on the financial statements is required by statute or regulation for the year, unless you inform us in writing to the contrary. 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. If an assurance or agreed-upon-procedures engagement is to be undertaken, full details of what is to be undertaken and the result of that work need to be agreed in writing.
3. You have told us that the company is exempt from an audit of the financial statements. We will not check whether this is the case. However, if we find that the company is not entitled to the exemption, we will inform you.
4. Our work will not be an audit of the financial statements in accordance with International Standards on Auditing (UK), so we will not be able to provide any assurance that the accounting records or the financial statements are free from material misstatement, whether caused by fraud, other irregularities or error, or to identify weaknesses in internal controls.
5. Since we will not carry out an audit or confirm in any way the accuracy or reasonableness of the accounting records, we cannot provide any assurance whether the financial statements that we prepare from those records will present a true and fair view.
6. We will advise you on whether your records are adequate for preparation of the financial statements and recommend improvements on anything we come across during the course of our work.
7. We have a professional duty to compile financial statements that conform with generally accepted accounting principles from the accounting records and information and explanations given to us. The accounting policies on which the financial statements have been compiled will be disclosed in the notes to the financial statements and will be referred to in our accountants’ report. We will not compile financial statements if the accounting principles, or the accounting policies selected by management, are inappropriate.
8. We also have a professional responsibility not to allow our name to be associated with financial statements which we believe may be misleading. Therefore, although we are not required to search for such matters, if 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 the adjustments and/or disclosures that we consider appropriate are not made, or if 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.
9. As part of our normal procedures, we may ask you to confirm in writing any information or explanations given to us orally during our work.
10. You have instructed us to convert the financial statements into the iXBRL (inline eXtensible Business Reporting Language) format in order to comply with the filing requirements of HMRC. We will use professional software to create the tagged financial statements and you therefore agree that we can process any standard data tags without your prior approval, only referring back to you for any non-standard or judgemental areas. It remains your legal responsibility to provide the information in the iXBRL format and we will therefore issue a tagging report for your approval.

Form of the accountants’ report

1. 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 for this report. If you wish to share this report with third parties, before doing so, you must discuss this with us, receive our consent and follow any stipulated conditions.

Your responsibility for the preparation of financial statements

1. You have undertaken to make available to us, as and when required, all the accounting records and related financial information, including minutes of management meetings, which we need to do our work. You will provide us with all information and explanations relevant to the purpose and compilation of the financial statements, and you will disclose to us all relevant information in full.
2. You are responsible for ensuring that, to the best of your knowledge and belief, financial information, whether used by the business or for the financial statements, is accurate and complete. You are also responsible for ensuring that the activities of the business are conducted honestly, and for safeguarding the assets of the business and for taking reasonable steps to prevent and detect fraud and other irregularities.
3. You will approve and sign the financial statements to acknowledge responsibility for them, including the appropriateness of the accounting basis, and acknowledge responsibility for providing us with all information and explanations necessary for their compilation.
4. You are responsible for ensuring that the business complies with the laws and regulations that apply to its activities, and for preventing non-compliance and detecting any that occurs.

Our responsibilities as accountants

1. You have asked us to help you prepare the financial statements which comply with applicable accounting standards to enable profits to be calculated to meet the requirements of current tax legislation and to provide sufficient and relevant information to complete a tax return. We will compile the financial statements for your approval based on the accounting records that you maintain and the information and explanations you give us.
2. We will plan our work on the basis that no report on the financial statements is required by statute or regulation for the year, unless you inform us in writing to the contrary. 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.
3. Our work will not be an audit of the financial statements in accordance with International Standards on Auditing (UK) so we will not be able to provide any assurance that the accounting records or the financial statements are free from material misstatement, whether caused by fraud, other irregularities or error, or to identify weaknesses in internal controls.
4. Since we will not carry out an audit, or confirm in any way the accuracy or reasonableness of the accounting records, we cannot provide any assurance whether the financial statements we prepare from those records will present a true and fair view.
5. We will advise you whether your records are adequate for preparation of the financial statements and recommend improvements on anything we come across during the course of our work.
6. We have a professional duty to compile financial statements that conform with generally accepted accounting principles from the accounting records and information and explanations given to us. The accounting policies on which the financial statements have been compiled will be disclosed in the notes to the financial statements and will be referred to in our accountants’ report. We will not compile financial statements if the accounting principles, or the accounting policies selected by management are inappropriate.
7. We also have a professional responsibility not to allow our name to be associated with financial information statements which we believe may be misleading. Therefore, although we are not required to search for such matters, if 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. If adjustments and/or disclosures that we consider appropriate are not made or if 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.
8. As part of our normal procedures, we may ask you to confirm in writing any information or explanations given to us orally during our work.
9. Where appropriate, you have instructed us to convert the financial statements into the iXBRL (inline eXtensible Business Reporting Language) format in order to comply with the filing requirements of HMRC and Companies House. We will use professional software to create the tagged financial statements and you therefore agree that we can process any standard data tags without your prior approval, only referring back to you for any non-standard or judgemental areas. It remains your legal responsibility to provide the information in the iXBRL format and we will therefore issue a tagging report for your approval.

Form of the accountants’ report

1. We will report to you as appropriate that, in accordance with this engagement letter, 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 you for our work or for this report. If you wish to share this report with third parties, before doing so, you must discuss this with us, receive our consent and follow any stipulated conditions.

Your responsibility for the provision of information

1. You have undertaken to make available to us, as and when required, all the accounting records and related financial information, including minutes of directors and management meetings, which we need to do our work. You will provide us with all information and explanations relevant to the purpose, preparation and maintenance of the accounting records, and you will disclose to us all relevant information in full.
2. You are responsible for ensuring that, to the best of your knowledge and belief, financial information, whether used by the business or for the accounting records, is accurate and complete. You are also responsible for ensuring that the activities of the business are conducted honestly, for safeguarding the assets of the business and for taking reasonable steps to prevent and detect fraud and other irregularities.
3. Our involvement does not change the directors’ responsibilities under the Companies Act 2006 regarding the maintenance of adequate accounting records.
4. You are responsible for ensuring that the business complies with the laws and regulations that apply to its activities, for preventing non-compliance with these and detecting any that occur.
5. You are responsible for ensuring that all relevant individuals have verified their identity with Companies House, in line with the requirements of the Economic Crime and Corporate Transparency Act 2023. You will need to provide us with the codes from Companies House to enable us to file documents on your behalf.

Preparation and maintenance of accounting records

Our responsibilities

1. We have agreed to carry out the following accounting and other services on your behalf:
   • write up the accounting records of the company;
   • complete the postings to the nominal ledger.
   • keep the records of receipts and payments;
   • reconcile the balances monthly with the bank statements;
   • post and balance the purchases and sales ledgers;
   • extract a detailed list of ledger balances; and
   • assist with preparing details of work-in-progress at the year end.

Your responsibilities

1. You have agreed that you will provide us with copies of business transaction information including, but not limited to:
   • purchase invoices and receipts;
   • sales invoices or sales records;
   • bank and credit card statements;
   • loan and finance documents; and
   • annual stocktaking balances.
2. To provide us with information in sufficient time for the preparation of any associated accounts or tax returns.

Recurring compliance work

1. We will prepare your self-assessment tax returns, including if you have been treated as a deemed employee under the IR35/off-payroll working rules, together with any supplementary pages required from the information and explanations that you provide to us. After obtaining your evidenced approval, we will submit your returns to HM Revenue & Customs (HMRC).
2. 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 by you or by others on your behalf.
3. If applicable, we will compute your property letting income and expenditure on the cash basis, or in accordance with the accruals election that you have made, from the books, accounting records and other information and explanations provided to us by you or by others on your behalf.
4. We will calculate your income tax, national insurance contributions (NIC) and any capital gains tax liabilities to be included on your self-assessment return and tell you how much you should pay and when. We will advise on the interest and penalty 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 have been overpaid.
5. We will advise you on possible tax-return-related claims and elections arising from information supplied by you, other than as regards to universal credit. If instructed by you, we will make such claims and elections in the form and manner required by HMRC.
6. We will review PAYE notices of coding provided to us and advise accordingly.

There is an in-year capital gains tax (CGT) reporting and payment requirement for disposals of UK residential property and, if you are non-UK resident, UK non-residential property and investments in property-rich entities. Where instructed and subject to a separate fee, we will prepare the in-year return for each disposal, calculate the CGT due and submit the return to HMRC. (Note: as returns must be submitted within 60 days of sale completion, please see ‘your responsibilities’ point 4.)

Excluded, ad hoc and advisory work

1. The scope of our services provided to you will be only as set out above and all other services which we may offer are excluded. If you instruct 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 will be the subject of a separate engagement letter at our option. Where appropriate, we will agree with you a separate fee for any such work you instruct us to undertake. Examples of such work that you may wish to instruct us to undertake include:
   • checking your NIC record and state pension forecast;
   • advising on your entitlement to state pension and other contributory social security benefits and any voluntary NIC;
   • advising on preparing business accounts and/or property letting income and expenditure computations on the accruals basis and helping you to make the requisite election(s);
   • advising on making tax digital for income tax self assessment which will require digital accounting records and the submission of quarterly updates and annual returns to HMRC using compatible software. Making tax digital for income tax will be mandatory for certain taxpayers from 6 April 2026 for income from self-employment and property;
   • advising on whether you should change your business accounting year end, for example to align with the tax year end and, if so, helping you to make the transition;
   • advising on the in-year capital gains tax (CGT) reporting requirements on disposals of UK residential property, and, if you are non-UK resident, UK non-residential property and investments in property-rich entities, preparing the in-year return and calculating the CGT due where required and submitting the return to HMRC;
   • advising on ad hoc transactions (for example pre-sale advice on the sale of assets);
   • advising on the extraction of cash/dividends from your personal service company if you have been treated as a deemed employee under the IR35/off-payroll working rules.
   • advising on your UK tax residency status;
   • dealing with any enquiry, information request, inspection, compliance check or other intervention into your tax affairs by HMRC;
   • preparing any amended returns which may be required and corresponding with HMRC as necessary;
   • advising on the rules relating to and assisting with registration for PAYE and NIC or equivalent non-UK taxes and social security charges;
   • advising on the rules relating to and assisting with registration for VAT or equivalent non-UK taxes.

If specialist advice is required, we may need to seek this from, or refer you to, appropriate specialists.

Changes in the law, in practice or in public policy

1. 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, practice, public policy or in your circumstances.
2. We will accept no liability for losses arising from changes in the law (or the interpretation thereof), practice or public policy that are first published after the date on which the advice is given.

Your responsibilities

1. You are legally responsible for:
   • keeping all records and documents that are relevant to the completion of your accounts and self assessment returns;
   • ensuring that your self assessment tax and CGT on UK residential property returns are correct and complete;
   • filing any returns by the due date; and
   • paying any tax due on time.
   • Failure to do any of the above may lead to penalties and/or interest being levied by HMRC.

2. Legal responsibility for approval of the return cannot be delegated to others. You agree to check that returns that we have prepared for you are correct and complete before approving them.
3. You are no less responsible for errors in unapproved returns, submitted on the basis of the information provided to and processed by us, than if you had confirmed your approval of the returns.
4. To enable us to carry out our work, you agree:
   • that all returns are to be made on the basis of full disclosure of all sources of income, expenditure, allowances, capital transactions and any other relevant facts;
   • to provide all 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;
   • to provide full details of all UK residential property disposals including associated costs/valuations prior to exchange of contracts on any property disposal. Where you consider that you will be non-UK resident in the tax year of disposal, full details of all UK property disposals, including disposals of shares in property rich companies, must be advised prior to exchange of contracts on any property disposal. If information is received after this, we cannot guarantee that we can provide advice on the amount of CGT due or submit an in-year return within 60 days after the completion of the disposal;
   • to authorise us to approach such third parties as may be appropriate, for information that we consider necessary to deal with your affairs; and
   • 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; to do this, we need to receive all relevant information by 1 December.
5. 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, please tell us so that we can assess its significance.
6. HMRC will send you an agent authorisation code which expires within 30 days of issue. Please send this to us as soon as you receive it. This code will enable us to register as your agent with HMRC. This authorises HMRC to communicate with us as your agent, although HMRC considers that you should still take ‘reasonable care’ over your tax affairs.
7. You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC, in sufficient time to enable us to deal with them as may be necessary within the statutory time limits. Although HMRC has the authority to communicate with us when form 64-8 has been submitted, it is still essential that you let us have copies of any correspondence received, because HMRC is not obliged to send us copies of all communications issued to you.
8. 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 UK VAT registration threshold and you 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 exceeded the VAT registration threshold in force at that time. We will not be responsible if you fail to notify us in time and, as a result, incur a late registration penalty. The same applies for equivalent non-UK taxes.
9. You are responsible for employment taxes, pensions (including auto-enrolment) and the assessment of the employment status of your workers including domestic staff. If your business is not small, you are responsible for assessing the employment status under the off-payroll working rules of any contractors providing services to your business and for employment taxes if they are deemed employees. If you do not understand what you need to consider or what action you need to take, please ask us. We will not be in a position to assist you in complying with your responsibilities if we are not engaged to provide such a service. We are not responsible for any penalty that is incurred.

If services are provided to a couple

1. We will advise you and your spouse/partner on the basis that you are a family unit. You both agree that, in all matters relating to your or your spouse’s/partner’s tax and financial affairs, we may deal directly with either of you and we may discuss with either of you the tax liabilities and/or financial affairs of the other. This will help us to streamline our service to you and enable us, for example, to ascertain high income child benefit charge, transferrable marriage allowance, and CGT base costs of assets disposed of which have been transferred between you, where applicable. If you wish to make any change to these arrangements at any time, please let us know.
2. In order for us to act for you as a couple in respect of a joint claim, you undertake that all instructions, information or explanations that either of you gives us will be on behalf of both of you, unless you specifically tell us otherwise. Similarly, if one of you signs a document, it will be on behalf of you both unless you instruct us to the contrary. If a conflict of interest should arise between you in relation to any matter to do with your joint claim or entitlement, we reserve the right to cease acting for both of you, or to advise one or other of you to obtain independent advice.

Initial registration

1. You will complete HMRC’s sign up process for Making Tax Digital for income tax (MTD income tax) to enable submission of your quarterly updates and year-end tax returns.

Recurring compliance work

1. Where you, or a third party, prepare or retain the records, we may need to confirm that the process for performing the digital record keeping is of an appropriate standard to meet the requirements of MTD income tax. You are required to provide the information that we may request to understand whether the digital record keeping requirements have been met. You must also ensure that your digital records are complete and accurate. Where your digital records are incompatible with our software, we will agree with you an appropriate solution and this may require an additional fee.
2. We will prepare your digital accounting records on a quarterly basis.
3. We will submit your MTD income tax quarterly updates to HMRC after the data to be included therein has been approved.
4. At the year end, we will complete a declaration that the information on the return is correct and complete to the best of your knowledge and belief.

Excluded, ad hoc and advisory work

1. The scope of our services provided to you will be only as set out above and all other services which we may offer are excluded. If you instruct 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 will be the subject of a separate engagement letter at our option. Where appropriate, we will agree with you a separate fee for any such work you instruct us to undertake. Examples of such work that you may wish to instruct us to undertake include:
   • checking your NIC record and state pension forecast;
   • advising on your entitlement to state pension and other contributory social security benefits and on making voluntary NIC;
   • advising on preparing business accounts and/or property letting income and expenditure computations on the accruals basis and helping you to make the requisite election(s);
   • appealing penalties or penalty points for failure to meet a filing or payment obligation;
   • reviewing your record keeping processes and providing advice on potential improvements thereto to enable compliance with MTD income tax requirements, including digital links for the transfer of data between different software;
   • advising on whether you should change your business accounting year end, for example to align with the tax year end, and, if so, helping you to make the transition;
   • advising on the in-year capital gains tax (CGT) reporting requirements on disposals of UK residential property, and, if you are non-UK resident, UK non-residential property and investments in property-rich entities, preparing the in-year return and calculating the CGT due where required and submitting the return to HMRC;
   • advising on ad hoc transactions (for example pre-sale advice on the sale of assets);
   • advising on your UK tax residency status;
   • dealing with any enquiry, information request, inspection, compliance check or other intervention into your tax affairs by HMRC;
   • preparing any amended returns which may be required and corresponding with HMRC as necessary;
   • advising on the rules relating to and assisting with registration for PAYE and NIC or equivalent non-UK taxes and social security charges;
   • advising on the rules relating to and assisting with registration for VAT or equivalent non-UK taxes;
   • advising on the extraction of cash/dividends from your personal service company if you have been treated as a deemed employee under the IR35/off-payroll working rules.

If specialist advice is required, we may need to seek this from, or refer you to, appropriate specialists.

Changes in the law, in practice or in public policy

1. 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, practice, public policy or in your circumstances.
2. We will accept no liability for losses arising from changes in the law (or the interpretation thereof), practice or public policy that are first published after the date on which the advice is given.

Your responsibilities

1. You are legally responsible for:
   • keeping all records and documents that are relevant to the completion of your quarterly updates, accounts and year-end tax returns and in a format that complies with the digital record keeping requirements of MTD income tax;
   • ensuring that your year-end tax returns and CGT on UK residential property returns are correct and complete;
   • filing any quarterly updates and year-end tax returns by the due date(s); and
   • paying any tax due on time.
   • Failure to do any of the above may lead to penalties and/or interest being levied by HMRC.

2. You must ensure that your digital records meet HMRC’s digital record keeping requirements.
3. You have a legal responsibility to retain documents and records. This is set out in our terms of business under retention of papers. Where the accounting records are accessed via a third party, you should ensure that you maintain access to your records.
4. It is also your responsibility to prepare and submit your MTD for income tax updates on a quarterly basis online to HMRC and provide us with your digital records to assist with the preparation of your year-end tax returns.
5. You will be responsible for preparing and submitting your year-end tax returns to HMRC from the quarterly updates prepared by us, or a third party.
6. Legal responsibility for approval of the return cannot be delegated to others. You agree to check that returns that we have prepared for you are correct and complete before approving them.
7. You are no less responsible for errors in unapproved year-end tax returns and quarterly updates. We will not file returns until approval has been obtained – we take no responsibility for any associated late filing charges or interest.
8. Where we are keeping your digital accounting records, you are responsible for providing us with the following information required for us to prepare the records:
   • Access to your accounting records
   • Sale invoices
   • Purchase invoices
   • Bank statements
   • Details of bank and cash payments
   • Details of bank and cash receipts
   • Stock and work-in-progress details
   • A record of the amounts owed to the business
   • A record of amounts owed by the business
   • A list of accruals
   • A list of prepayments
   • Private use adjustments.
9. To enable us to carry out our work, you agree:
   • that all quarterly updates are to be made on the basis of full disclosure of all sources of income and expenditure;
   • that all year-end tax returns are to be made on the basis of full disclosure of all sources of income, expenditure, allowances, capital transactions and any other relevant facts;
   • to provide all 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;
   • that all digital links are in the manner prescribed and that we accept no responsibility for any liabilities arising due to inaccuracies, omissions or breakdowns in digital links concerning the information that you provide which may lead to an inaccuracy on which interest and penalties may arise;
   • to provide full details of all UK residential property disposals including associated costs/ valuations prior to disposal. Where you consider that you will be non-UK resident in the tax year of disposal, full details of all UK property disposals, including disposals of shares in property rich companies, must be advised prior to exchange of contracts on any property disposal. If information is received after this, we cannot guarantee that we can provide advice on the amount of CGT due or submit an in-year return within 60 days after the completion of the disposal;
   • to authorise us to approach such third parties as may be appropriate, for information that we consider necessary to deal with your affairs;
   • to provide us with the records relevant to the preparation of your quarterly updates as soon as possible after the quarter ends. We would normally need a minimum of 14 days before submission to complete our work. If the records are provided later or are incomplete or unclear, thereby delaying preparation and submission of the filing, we accept no responsibility for any penalty that may arise; and
   • 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; to do this, we need to receive all relevant information by 1 December; if feasible. If the information is provided later or is incomplete or unclear, thereby delaying preparation and submission of the return, we accept no responsibility for any penalty that may arise.
10. 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, please tell us so that we can assess its significance.
11. You will authorise us to act as your agent with HMRC. This may involve forwarding us an agent authorisation code sent to you by HMRC which expires within 30 days of issue. Please send this to us as soon as you receive it. Alternatively you may be required to use a link that we will send you via email to complete a ‘digital handshake’ with HMRC systems to complete the authorisation process.
12. You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC, in sufficient time to enable us to deal with them as may be necessary within the statutory time limits. Although HMRC has the authority to communicate with us when we have been authorised as your agent, it is still essential that you let us have copies of any correspondence received, because HMRC is not obliged to send us copies of all communications issued to you.
13. You are responsible for bringing to our attention any errors, omissions or inaccuracies in your returns that you become aware of after the returns have been submitted in order that we may assist you to submit an amendment or make a voluntary disclosure.
14. 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 UK VAT registration threshold and you 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 exceeded the VAT registration threshold in force at that time. We will not be responsible if you fail to notify us in time and, as a result, incur a late registration penalty. The same applies for equivalent non-UK taxes.
15. You are responsible for employment taxes, pensions (including auto-enrolment) and the assessment of the employment status of your workers including domestic staff. If your business is not small, you are responsible for assessing the employment status under the off-payroll working rules of any contractors providing services to your business and for employment taxes if they are deemed employees. If you do not understand what you need to consider or what action you need to take, please ask us. We will not be in a position to assist you in complying with your responsibilities if we are not engaged to provide such a service. We are not responsible for any penalty that is incurred.

If services are provided to a couple

1. We will advise you and your spouse/partner on the basis that you are a family unit. You both agree that, in all matters relating to your or your spouse’s/partner’s tax and financial affairs, we may deal directly with either of you and we may discuss with either of you the tax liabilities and/or financial affairs of the other. This will help us to streamline our service to you and enable us, for example, to ascertain high income child benefit charge, transferrable marriage allowance, and CGT base costs of assets disposed of which have been transferred between you, where applicable. If you wish to make any change to these arrangements at any time, please let us know.
2. In order for us to act for you as a couple in respect of a joint claim, you undertake that all instructions, information or explanations that either of you gives us will be on behalf of both of you, unless you specifically tell us otherwise. Similarly, if one of you signs a document, it will be on behalf of you both unless you instruct us to the contrary. If a conflict of interest should arise between you in relation to any matter to do with your joint claim or entitlement, we reserve the right to cease acting for both of you, or to advise one or other of you to obtain independent advice.

Recurring compliance work

1. 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 your evidenced approval, we will submit these to HM Revenue & Customs (HMRC).
2. We will prepare the partnership business accounts in accordance with FRS 102 Section 1A from the books, accounting records and other information and explanations provided to us by you and/or by others on your behalf.
3. We will prepare the income and capital gains tax computations based on the partnership’s business accounts for inclusion in the partnership tax return.
4. If instructed by you, we will advise you as partners on possible partnership tax-return-related claims and elections arising from information supplied by the partnership in the form and manner required by HMRC.
5. If instructed, we will provide each partner, or their agent, with details of the partner’s allocations from the return based on the partnership statement to enable partners to fill in their self assessment tax returns.
6. 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 (for example submitting their own tax returns or making related claims and elections) will be set out in separate letters of engagement.

Excluded, ad hoc and advisory work

1. The scope of our services provided to you will be only as set out above, and all other services which we may offer are excluded. If you instruct 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 will be the subject of a separate engagement letter at our option. Where appropriate, we will agree with you a separate fee for any such work you instruct us to undertake. Examples of such work that you may wish to instruct us to undertake include:
   • advising on ad hoc transactions (for example the sale or purchase of assets);
   • advising on whether to prepare accounts on the accruals basis and helping you to make the requisite election;
   • dealing with any enquiry, information request, inspection, compliance check or other intervention into the partnership’s tax affairs by HMRC;
   • preparing any amended returns which may be required and corresponding with HMRC as necessary;
   • where a partner is a company, advising on the rules relating to Annual Tax on Enveloped Dwellings (ATED) and assisting with completion and submission of annual returns;
   • advising on the rules relating to and assisting with registration for PAYE and NIC and social security charges; and
   • advising on the rules relating to and assisting with registration for VAT or equivalent non-UK taxes.

If specialist advice is required, we may need to seek this from, or refer you to, appropriate specialists.

Changes in the law, in practice or in public policy

1. 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, practice, public policy or in your circumstances.
2. We will accept no liability for losses arising from changes in the law (or the interpretation thereof), practice, or public policy that are first published after the date on which the advice is given.

Your responsibilities

1. The partners are legally responsible for:
   • keeping all records and documents that are relevant to the completion of your accounts and self assessment returns;
   • ensuring that the partnership self assessment tax returns are correct and complete;
   • filing any returns by the due date; and
   • paying tax on time.
   • Failure to do any of the above may lead to penalties and/or interest being levied by HMRC.

2. Legal responsibility for approval of the return cannot be delegated to others. You agree to check that returns and partnership statements that we have prepared for the partnership are correct and complete before approving them.
3. You are no less responsible for errors in unapproved returns, submitted on the basis of the information provided to and processed by us, than if you had confirmed your approval of the returns.
4. To enable us to carry out our work, you agree:
   • that all returns are to be made on the basis of full disclosure of all sources of income, expenditure, allowances, capital transactions and any other relevant facts;
   • 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;
   • 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
   • to provide us with information in sufficient time for the partnership tax returns to be completed and submitted by the due date following the end of the tax year; to do this, we need to receive all relevant information by 1 December.
5. 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 and profit shares. If you are unsure whether the change is material, please tell us so that we can assess its significance.
6. HMRC will send you an agent authorisation code which expires within 30 days of issue. Please send this to us as soon as you receive it. This code will enable us to register as your agent with HMRC. This authorises HMRC to communicate with us as your agent, although HMRC considers that you should still take ‘reasonable care’ over your tax affairs.
7. You will forward to us letters and other communications received from HMRC, in sufficient time to enable us to deal with them as may be necessary within the statutory time limits. Although HMRC has the authority to communicate with us when form 64-8 has been submitted, it is essential that you let us have copies of any correspondence received, because HMRC is not obliged to send us copies of all communications issued to you.
8. You are responsible for monitoring the partnership’s monthly turnover to establish whether the partnership 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 turnover exceeds the UK VAT registration threshold, and you wish us to assist in notifying HMRC of the partnership’s obligation 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. The same applies for equivalent non-UK taxes.
9. You are responsible for employment taxes, pensions (including auto-enrolment) and the assessment of the employment status of your workers. If your business is not small, you are responsible for assessing the employment status under the off-payroll working rules of any contractors providing services to your business and for employment taxes if they are deemed employees. If you do not understand what you need to consider or what action you need to take, please ask us. We will not be in a position to assist you in complying with your responsibilities if we are not engaged to provide such a service. We are not responsible for any penalty that is incurred.

Recurring compliance work

1. We will prepare the LLP self assessment tax return which includes the annual partnership statements, together with any supplementary pages required, from the information and explanations that the LLP provides to us. After obtaining your evidenced approval, we will submit these to HM Revenue & Customs (HMRC).
2. We will prepare the LLP’s 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.
3. We will prepare the income and capital gains computations based on the LLP’s business accounts for inclusion in the partnership tax return.
4. If instructed by you, we will advise you as members of the LLP on possible partnership-tax-return-related claims and elections arising from information supplied by the LLP in the form and manner required by HMRC.
5. If instructed, we will provide each member, or their agent, with details of the member’s allocations from the return based on the partnership statement to enable members to fill in their self assessment tax returns.
6. 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 (for example submitting their own tax returns or making related claims and elections) will be set out in separate letters of engagement.

Excluded, ad hoc and advisory work

1. The scope of our services provided to you will be only as set out above and all other services which we may offer are excluded. If you instruct 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 will be the subject of a separate engagement letter at our option. Where appropriate, we will agree with you a separate fee for any such work you instruct us to undertake. Examples of such work that you may wish to instruct us to undertake include:
   • advising on ad hoc transactions (for example the sale or purchase of assets);
   • dealing with any enquiry, information request, inspection, compliance check or other intervention into the partnership’s tax affairs by HMRC;
   • preparing any amended returns which may be required and corresponding with HMRC as necessary;
   • advising on whether the salaried member rules in the Income Tax (Trading and Other Income) Act 2005 apply to members of the LLP;
   • where a partner is a company advising on the rules relating to Annual Tax on Enveloped Dwellings (ATED) and assisting with completion and submission of annual returns;
   • advising on the rules relating to and assisting with registration for PAYE and NIC or equivalent non-UK taxes and social security charges; and
   • advising on the rules relating to and assisting with registration for VAT or equivalent non-UK taxes.

If specialist advice is required, we may need to seek this from, or refer you to, appropriate specialists.

Changes in the law, in practice or in public policy

1. 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, practice, public policy or in your circumstances.
2. We will accept no liability for losses arising from changes in the law (or the interpretation thereof) or practice or in public policy that are first published after the date on which the advice is given.

Your responsibilities

1. The members are legally responsible for:
   • keeping all records and documents relevant to the completion of your accounts and tax returns;
   • ensuring that the partnership self assessment tax returns are correct and complete;
   • filing any returns by the due date; and
   • paying tax on time.
   • Failure to do any of the above may lead to penalties and/or interest being levied by HMRC.

2. Legal responsibility for approval of the return cannot be delegated to others. You agree to check that returns that we have prepared for the LLP are correct and complete before approving them.
3. You are no less responsible for errors in unapproved returns, submitted on the basis of the information provided to and processed by us, than if you had confirmed your approval of the returns.
4. To enable us to carry out our work, you agree:
   • that all returns are to be made on the basis of full disclosure of all sources of income, expenditure, allowances, capital transactions and any other relevant facts;
   • 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;
   • 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
   • 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; to do this, we need to receive all relevant information within 6 months of the year end .
5. You will keep us informed of material changes in circumstances that could affect the partnership tax returns or the partnership statements including, by way of example, changes in the members in the LLP. If you are unsure whether the change is material, please tell us so that we can assess its significance.
6. HMRC will send you an agent authorisation code which expires within 30 days of issue. Please send this to us as soon as you receive it. This code will enable us to register as your agent with HMRC. This authorises HMRC to communicate with us as your agent, although HMRC considers that you should still take ‘reasonable care’ over your tax affairs.
7. You will forward to us letters and other communications received from HMRC, in sufficient time to enable us to deal with them as may be necessary within the statutory time limits. Although HMRC has the authority to communicate with us when form 64-8 has been submitted, it is essential that you let us have copies of any correspondence received, because HMRC is not obliged to send us copies of all communications issued to you.
8. You are responsible for monitoring the LLP’s monthly turnover to establish whether the LLP 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 UK 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. The same applies for equivalent non-UK taxes.
9. You are responsible for employment taxes, pensions (including auto-enrolment) and the assessment of the employment status of your workers. If your business is not small, you are responsible for assessing the employment status under the off-payroll working rules of any contractors providing services to your business and for employment taxes if they are deemed employees. If you do not understand what you need to consider or what action you need to take, please ask us. We will not be in a position to assist you in complying with your responsibilities if we are not engaged to provide such a service. We are not responsible for any penalty that is incurred.

Recurring compliance work

1. For the purpose of the delivery of the company’s tax return, we will use commercial software to apply iXBRL tags to items in the accounts as we consider appropriate for the purposes of submission of the accounts in iXBRL via the relevant official gateway for tax purposes.
2. We will, to the extent we consider necessary, manually amend or apply tags if the software has not applied automatic tagging or if we consider any automatic tagging to have been inappropriate.
3. We will provide you with detailed information about the tagging applied for your approval if requested to do so.
4. We will prepare the company’s Corporation Tax Self Assessment (CTSA) return. After obtaining your evidenced approval and signature, we will submit it to HM Revenue & Customs (HMRC).
5. 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.
6. We will tell you how much tax the company should pay and when. Where 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.
7. We will inform you if instalment payments of corporation tax are due for an accounting period, and the dates they are payable. By the date agreed, we will calculate the quarterly instalments which should be made on the basis of information supplied by you.
8. We will advise you on possible tax-return-related claims and elections arising from information supplied by you. If instructed by you, we will make such claims and elections in the form and manner required by HMRC.
9. 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 schedule.

Excluded, ad hoc and advisory work

1. The scope of our services provided to you will be only as set out above and all other services which we may offer are excluded. If you instruct 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 will be the subject of a separate engagement letter at our option. Where appropriate, we will agree with you a separate fee for any such work you instruct us to undertake. Examples of such work that you may wish to instruct us to undertake include:
   • advising you on ad hoc transactions (for example the sale or purchase of assets);
   • 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;
   • advising you on, and preparing analyses of, expenditure and detailed capital allowance claims for renovation of buildings;
   • preparation and submission of a group allocation allowance statement in relation to losses carried forward by a group of companies;
   • preparation and submission of a corporate interest restriction return;
   • assistance with country-by-country reporting notifications, senior accounting officer reporting obligations, and the company tax strategy document;
   • dealing with any enquiry, information request, inspection, compliance check or other intervention opened into the company’s corporate tax affairs by HMRC;
   • preparing any amended returns which may be required, calculating any related tax liabilities and corresponding with HMRC as necessary;
   • where applicable, advising on the rules relating to Annual Tax on Enveloped Dwellings (ATED) and assisting with completion and submission of annual returns;
   • advising on the rules relating to and assisting with registration for PAYE and NIC or equivalent non-UK taxes and social security charges; and
   • advising on the rules relating to and assisting with registration for VAT or equivalent non-UK taxes.

If specialist advice is required, we may need to seek this from, or refer you to, appropriate specialists.

Changes in the law, in practice or in public policy

1. 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, practice, public policy or in your circumstances.
2. We will accept no liability for losses arising from changes in the law (or the interpretation thereof), practice or public policy that are first published after the date on which the advice is given.

Your responsibilities

1. Even though you are engaging us to help you meet your corporation tax obligations, the directors on behalf of the company are legally responsible for:
   • keeping all records and documents that are relevant to the completion of your accounts and tax returns;
   • ensuring that the CTSA return (including iXBRL tags and iXBRL file) and any other returns submitted are correct and complete;
   • filing any returns by the due date; and
   • paying tax on time.

• • Failure to do any of the above may lead to penalties and/or interest being levied by HMRC.

2. Legal responsibility for approval of the return cannot be delegated to others. You agree to check that returns that we have prepared for the company are correct and complete before approving them.
3. . We will not file returns until approval has been obtained – we take no responsibility for any associated late filing charges or interest.
4. To enable us to carry out our work, you agree:
   • that all returns are to be made on the basis of full disclosure of all sources of income, expenditure, allowances, capital transactions and any other relevant facts;
   • 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;
   • 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;
   • to provide us, within 6 months of the tax year end, 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 tax year;
   • 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
   • 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 within three months of the end of the relevant accounting period.
5. You 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, please tell us so that we can assess its significance.
6. HMRC will send you an agent authorisation code which expires within 30 days of issue. Please send this to us as soon as you receive it. This code will enable us to register as your agent with HMRC. This authorises HMRC to communicate with us as your agent, although HMRC considers that you should still take ‘reasonable care’ over your tax affairs.
7. You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC, in sufficient time to enable us to deal with them as may be necessary within the statutory time limits. Although HMRC has the authority to communicate with us when form 64-8 has been submitted, it is essential that you let us have copies of any correspondence received because HMRC is not obliged to send us copies of all communications issued to you.
8. 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 turnover exceeds the VAT registration threshold, and you wish us to assist in notifying HMRC of the company’s obligation 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.
9. You are responsible for employment taxes, pensions (including auto-enrolment) and the assessment of the employment status of your workers. If your business is not small, you are responsible for assessing the employment status under the off-payroll working rules of any contractors providing services to your business and for employment taxes if they are deemed employees. If you do not understand what you need to consider or what action you need to take, please ask us. We will not be in a position to assist you in complying with your responsibilities if we are not engaged to provide such a service. We are not responsible for any penalty that is incurred.

Groups and consortia

1. In relation to groups and consortia in respect of which you have instructed us to act, if instructed, we will provide the following additional services:
   • we will advise on the tax treatment of intra-group payments of dividends, interest and royalties and similar liabilities.
   • in respect of dividends, interest, and royalties received, we will advise on the applicability of the relevant double-tax treaty to the withholding tax rate and assist with obtaining a UK certificate of tax residence. For dividends, we will make any necessary election to tax the dividends in the UK in order to obtain treaty relief.

2. We will deal with all communications relating to elections addressed to us by HMRC.
3. If instructed, in respect of claims for group and consortium relief:
   • we will advise as required on claims for group and consortium relief and the interaction with other reliefs;
   • we will prepare and submit to HMRC appropriate claims;
   • we will adjust corporation tax computations and returns to reflect the surrender and receipt of group and consortium reliefs;
   • we will prepare and submit to HMRC necessary documentation regarding the allocation of losses via group relief and the annual loss allowance;
   • we will advise on arrangements for the payment of tax and the surrender and set-off of tax refunds within the group; and
   • we will advise on claiming eligible unrelieved foreign tax (EUFT) or the surrender of any amount of EUFT.
4. If instructed, in respect of intragroup payments of interest:
   • we will advise on withholding tax obligations;
   • for cross-border payments we will prepare and submit to HMRC applications to account for no or a reduced amount of withholding tax under the EU Interest and Royalty directive applicable only to payments before 1 June 2021 and double-tax treaties, where applicable;
   • where withholding tax is due, we will complete form CT61 and advise on payment; and
   • we will adjust corporation tax computations and returns to reflect interest payments and associated withholding tax, if any.
5. If instructed, in respect of intragroup payments of royalties and similar liabilities:
   • we will advise on withholding tax obligations;
   • where withholding tax is due, we will complete form CT61 and advise on payment;
   • we will adjust corporation tax computations and returns to reflect royalty and similar payments and associated withholding tax, if any, and make such additional disclosures in form CT600-H as are appropriate.

Your responsibilities

1. If a parent company is required to prepare both individual and group accounts, and it is required to file both of these as part of its online company tax return, you accept full responsibility for the existence, accuracy, consistency and completeness of iXBRL tagging within the accounts and to file the individual accounts as an iXBRL document with the relevant iXBRL tags embedded.
2. Where applicable, we will need to be authorised to contact other group member accountants to ensure that all necessary information and explanations are available. It is the responsibility of the parent company directors to ensure that such information and explanations are correct and complete.

Recurring compliance work

1. We will prepare your UK payroll for each payroll period to meet UK employment tax requirements, specifically:
   • calculating the pay as you earn (PAYE) income tax deductions, including at the Scottish and Welsh rates of income tax, if applicable;
   • 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 reclaims of statutory payments, for example, maternity payments;
   • calculating employee and employer pension contributions for employees who are members of workplace pension schemes (including those who are auto enrolled) on the basis of the information that you provide to us;
   • processing any employee and employer pension contribution refunds through the payroll on the basis of the information that you provide to us;
   • calculating other statutory and non-statutory deductions including employment allowance, apprenticeship levy; and
   • submitting information online to HM Revenue & Customs (HMRC) under Real Time Information (RTI) for PAYE.

Ancillary payroll services

1. Before the time of payment through the payroll or due date, we will prepare and send to you the following documents for delivering information to HMRC:
   • payroll summary report showing the reconciliation from gross to net for each employee and all relevant payroll totals;
   • the data included within each Full Payment Submission (FPS) for taxable pay for each employee;
   • a payslip for each employee;
   • a form P45 for each leaver;
   • a report showing your PAYE and NIC liability, student loan repayments, apprenticeship levy and due date for payment; and
   • a workplace pension contributions report showing:
     • any employee and employer pension contributions payable in respect of each employee to the respective workplace pension scheme(s) of which they are members and the due date(s) for payment;
     • any employee pension contribution refunds payable to any employee; and

• • • any employer pension contribution refunds due to you for any employee who has ceased membership of the scheme(s).

2. We will submit FPS online to HMRC after the data to be included therein has been approved by you. (FPS must normally reach HMRC on or before the contractual payday, i.e. the date that employees are entitled to be paid) but we will file it for you on, or before, the actual day that monies change hands if you have made us aware of that date in order to be compliant with PAYE regulations. You must ensure the data provided to us is complete and accurate and your attention is drawn to your legal responsibilities as set out below.
3. For each tax month we will prepare, if appropriate, an Employer Payment Summary (EPS) from the information and explanations that you provide to us. (Examples of EPS data include statutory payments, employment allowance, Construction Industry Scheme deductions , apprenticeship levy allowance allocated to that PAYE scheme and apprenticeship levy payable to date and confirmation that no payments were, or will be, made to employees during that tax month or for future tax months.)
4. We will submit the EPS online to HMRC after the data to be included therein has been approved by you. (The EPS must reach HMRC by the 19th of the month following the tax month to which it relates.) You must ensure that the data provided to us is complete and accurate and your attention is drawn to your legal responsibilities as set out below.
5. At the end of the tax year, we will:
   • prepare the final FPS (or EPS) and submit this to HMRC after the data to be included therein has been approved by you; (the due date for submitting final FPS is on or before the last actual payday of the tax year (however as made clear above we will still require to know the contractual pay day too as that is held within the FPS), failing which, the final EPS for the year must reach HMRC by 19 April following the end of the tax year;) you must ensure that the data provided to us is complete and accurate and your attention is drawn to your legal responsibilities as set out below;
   • prepare and send to you Form P60 for each employee on the payroll at the year-end so you can give them to employees by the statutory due date of 31 May following the end of the tax year;
   • prepare and send to you a statement for every employee for whom benefits-in-kind have been payrolled identifying every benefit provided to each employee during the tax year and the cash equivalent of each benefit treated as PAYE income so you can give them to employees by the statutory due date of 31 May following the end of the tax year;.
   • give you details of the Class 1A NIC on payrolled benefits-in-kind which will need to be accounted for on form P11D(b) and the due date for payment;
   • give you details of the Class 1A NIC on expenses accounted for in the payroll which will need to be accounted for on form P11D(b) and the due date for payment;
   • give you the figures that need to be included on forms P11D to account for income tax in respect of expenses for which Class 1 NIC has been accounted for in the payroll.
6. We will deal with any online secure messages sent to us by HMRC in respect of your payroll, for example, code number notifications, student loan repayment notices, and generic notification notices. Anything that you receive in your PAYE online account should be forwarded to us for action.
7. Any enquiries from individual employees regarding their pay or other payroll details will be referred back to you.

Excluded, ad hoc and advisory work

1. The scope of our services provided to you will be only as set out above, and all other services which we may offer are excluded. If you instruct 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 will be the subject of a separate engagement letter at our option. Where appropriate, we will agree with you a separate fee for any such work you instruct us to undertake. Examples of such work that you may wish to instruct us to undertake include:
   • work in connection with employee workplace pension schemes other than that detailed above including helping with setting up and administering workplace pension schemes, including referring you to appropriate specialists where necessary;
   • agreeing with you which employer-provided benefits-in-kind will be processed through the payroll and for which employees, processing through the payroll cash equivalent notional amounts on employee benefits-in-kind, notifying HMRC of in-year changes, advising you on the payment of associated Class 1A NIC, preparing and submitting return P11D(b) and notifications to employees;
   • ensuring that all employees are paid at least the national living wage / national minimum wage;
   • helping you to ascertain whether you are eligible to claim employment allowance and/or allocate employment allowance across multiple or associated/connected companies’ PAYE schemes;
   • helping you to allocate apprenticeship levy allowances across multiple or associated/connected companies’ PAYE schemes;
   • preparing and submitting returns P11D and P11D(b) for employee benefits-in-kind and expenses and advising on the payment of associated Class 1A NIC (such work, if undertaken, is covered in a separate schedule of services);
   • dealing with any compliance check or enquiry by HMRC or any other official compliance body into the payroll data submitted and corresponding with HMRC or other such body as necessary;
   • preparing and submitting any amended returns or data for previous tax years;
   • assisting you in the operation of the Construction Industry Scheme (CIS) for subcontractors;
   • conducting PAYE, and benefits and expenses health checks; and
   • advising on ad hoc transactions, for example, termination payments to employees.

If specialist advice is required, we may need to seek this from, or refer you to, appropriate specialists.

Changes in the law, in practice or in public policy

1. 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, practice, public policy or in your circumstances.

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

Your responsibilities

1. Even though you are engaging us to help you meet your payroll obligations, you are legally responsible for:
   • keeping all records and documents that are relevant to the completion of your returns;
   • ensuring that the data in your payroll submissions is correct and complete;
   • complying with auto-enrolment obligations;
   • making any submissions by the due date; and
   • paying tax, NIC and other payroll levies on time.
2. Failure to do any of the above may lead to penalties and/or interest being levied by HMRC.
3. Employers cannot delegate these legal responsibilities to others. You agree to check that submissions we have prepared for you are correct and complete before approving them.
4. We will not file returns until approval has been obtained – we take no responsibility for any associated late filing charges or interest.
5. To enable us to carry out our work, you agree:
   • that all information required to be delivered online is submitted on the basis of full disclosure;
   • to provide full information necessary for dealing with your payroll affairs and workplace pension scheme contributions and refunds; we will rely on the information and documents being true, correct and complete and will not audit the information or those documents;
   • 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 and other information relevant to the services provided under this schedule; we will process the changes only if notified by that/those individual(s);
   • to advise us in writing of changes of payroll pay dates;
   • to notify us at within a period as agreed with us before 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 starter checklist showing full names, address, date of birth, gender, national insurance number, start date, etc) and details of their remuneration package;
     • for employees who are qualifying veterans, details as in the previous bullet plus the start date of the veteran’s first civilian employment since leaving the regular armed forces (note: NIC relief is due only for first 12 months from that start date so we need this data only if any of those 12 months falls within the tax year being processed);

• • for employees who work in designated special tax sites (eg freeports or investment zones), details as in bullet i above, plus the name of the designated tax site and the address of your business premises in that designated special tax site at which the employees work at least 60% of their time or would have worked for at least 60% of their time had you not made adjustments to accommodate the protected characteristics of disability, pregnancy or maternity (note: NIC relief is due only for first 36 months of employment so we need this data only if any of those 36 months falls within the tax year being processed);
  • for employees whose benefits-in-kind are being payrolled, their names, the identity of the benefits-in-kind, and the cash equivalent amounts to be included in payroll;
  • for employees who are active pension scheme members, name of pension scheme, pensionable pay, employee and employer contribution rates, dates from/to which contributions and qualifying earnings are payable;
  • names and dates of birth of all apprentices aged under 25;
  • names and dates of birth of all employees aged under 21;
  • all changes to remuneration packages including benefits-in-kind to be payrolled and/or provided via salary sacrifice scheme;
  • employee expenses which need to be included in payroll to account for either income tax or Class 1 NIC or both;
  • expenses for each employee if the expense is to be reimbursed gross through payroll as an addition to net pay;
  • information necessary to enable us to calculate statutory payments, (eg statutory sick pay, statutory maternity pay, statutory adoption pay, statutory paternity pay, statutory shared parental pay, statutory parental bereavement pay, statutory neonatal care pay);
  • irregular and/or ad hoc payments and the dates to be paid; and
  • all leavers, their annual salary before any salary sacrifices, how often paid, unworked notice period, contractual payment in lieu of notice (PILON), date of termination of employment, age, number of years’ service, the last payment prior to termination and when paid, and the components parts of the termination package, including statutory redundancy pay, compensation for loss of office, any bonus payable on termination and any payments made after the leaving date.
  • to confirm that you have reviewed your entitlement to the employment allowance and confirm that you wish us to make the legal declaration claim on your behalf – indicating where there are multiple and/or associated payrolls payroll name(s), PAYE scheme reference(s) and industry sector;
  • to tell us the value of the apprenticeship levy allowance that is being allocated in the range £0 to £15,000 to each PAYE scheme – indicating payroll name and PAYE scheme reference; where there are multiple and/or associated payrolls
  • to notify us within 15 working days or such other period as agreed with us of your receiving or becoming aware of any opt-out notices or any other requests to cease membership of a pension scheme, so that we can cease to calculate any relevant pension contributions and process any required refunds;
  • to register with HMRC in advance of the tax year, to notify which benefits-in-kind are to be payrolled for which employees;
  • to keep us informed of changes in circumstances that could affect the payroll; if you are unsure whether a change is material, please tell us so we can assess its significance;
  • to authorise us to approach such third parties as may be appropriate, for information that we consider necessary to deal with your payroll;
  • to approve all submissions in a timely manner before submission deadlines.

2. We will not file returns until approval has been obtained – we take no responsibility for any associated late filing charges or interest.
3. 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 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.
4. If you require us to make a correction after the FPS or EPS has been submitted, you will let us know as soon as possible and, ideally, before the next payroll run.
5. HMRC will send you an agent authorisation code which expires within 30 days of issue. Please send this to us as soon as you receive it. This code will enable us to register as your agent with HMRC. This authorises HMRC to communicate with us as your agent, although HMRC considers that you should still take ‘reasonable care’ over your tax affairs.
6. You will forward to us any communications received from HMRC, in sufficient time to enable us to deal with them as may be necessary within the requisite time limits. Although HMRC has the authority to communicate with us when form 64-8 has been submitted, it is essential that you let us have copies of any correspondence received, because HMRC is not obliged to send us copies of communications issued to you and, in most cases, will not do so. You should also keep a note of any telephone communication you have with HMRC’s helplines or DWP’s universal credit helpline, including the date and time of the call, and the name of the helpline operator(s).

Recurring compliance work

1. We will prepare form P11D as may be required for each employee, including directors, based on the accounts, information and explanations provided to us on your behalf.
2. We will prepare form P11D(b) to include the Class 1A NIC on benefits-in-kind and expenses, both on forms P11D and included in payroll.
3. We will submit the form P11D for any benefits/employees for whom benefits are provided but not payrolled with the form P11D(b) after the form P11D(b) has been approved by you.
4. We will prepare and send to you the P11D information for you to forward to your employees and directors by the statutory due date of 6 July following the end of the tax year.
5. We will calculate your Class 1A NIC liability on the benefits and expenses both returned in form P11D and included in payroll that you are obliged to pay HMRC by the due date and send payment instructions to you.

Excluded, ad hoc and advisory work

1. The scope of our services provided to you will be only as set out above and all other services which we may offer are excluded. If you instruct 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 will be the subject of a separate engagement letter at our option. Where appropriate, we will agree with you a separate fee for any such work you instruct us to undertake. Examples of such work that you may wish to instruct us to undertake include:
   • assisting you with calculating the values for tax and NIC of benefits-in-kind provided to employees, including when provided by way of salary sacrifice and other optional remuneration arrangements;
   • dealing with any compliance check or enquiry by HMRC into the benefits-in-kind returns submitted;
   • preparing any amended returns which may be required and corresponding with HMRC as necessary;
   • advising on PAYE settlement agreements and/or approved expenses scale rates; and
   • conducting PAYE and benefits and expenses health checks.

If specialist advice is required, we may need to seek this from, or refer you to, appropriate specialists.

Changes in the law, in practice or in public policy

1. 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, practice, public policy or in your circumstances.
2. We will accept no liability for losses arising from changes in the law (or the interpretation thereof), practice or public policy that are first published after the date on which the advice is given.

Your responsibilities

1. Even though you are engaging us to help you meet your end-of-year benefits-in-kind return obligations, you are legally responsible for:
   • keeping all records and documents that are relevant to the completion of your returns;
   • 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 form P11D and amounts of benefits-in-kind and expenses in the payroll are correct and complete;
   • filing any returns by the due date after the end of the tax year; and
   • making payment of Class 1A NIC on time.
   • Failure to do any of the above may lead to penalties and/or interest being levied by HMRC.
2. The approver of the return cannot delegate this legal responsibility to others. The approver agrees to check that the forms that we have prepared for you are correct and complete before approving them.
3. To enable us to carry out our work, you agree:
   • that all returns are to be made on the basis of full disclosure;
   • to provide full information necessary for dealing with your benefits-in-kind; we will rely on the information and documents being true, correct and complete and will not audit the information or those documents;
   • to notify us by 15 May after the end of the tax year of all transactions or events which may need to be reflected in the forms P11D for the period, including details of all employees during the year and details of their remuneration packages;
   • 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; and
   • to approve the returns by 30 June so they can be submitted on or before the filing deadline of 6 July after the end of the tax year.
4. We will not file returns until approval has been obtained – we take no responsibility for any associated late filing charges or interest.
5. If the information required to complete the benefits-in-kind returns set out above is received later than 30 June after the end of the tax year, we will still endeavour to process the information onto the BiK returns to meet the submission date but we will not be liable for any costs or other losses arising if submission is late.
6. You will forward to us any communications received from HMRC, in sufficient time to enable us to deal with them as may be necessary within the requisite time limits. Although HMRC has the authority to communicate with us when form 64-8 has been submitted, it is essential that you let us have copies of any correspondence received, because HMRC is not obliged to send us copies of communications issued to you and, in most cases, will not do so.

Recurring compliance work

1. We will prepare your VAT returns at the frequency stated in your letter of engagement.
2. We will check the digital accounting records which you keep meet the requirements for VAT and which you provide to us for the preparation of your VAT returns. You may be required to provide us with your data digitally and we will tell you if/when that is the case. If your software is incompatible with ours we will agree with you an appropriate solution which might include the use of alternative third party functionally compatible software and/or a spreadsheet(s) which satisfy the statutory requirement for digital linkage. Where your digital records are incompatible with our software we may require an additional fee. You must also ensure that your digital records are complete and accurate.
3. Based on the information you provide to us, we will tell you how much VAT you should pay and when. Where appropriate, we will initiate repayment claims if tax has been overpaid.
4. Where appropriate, we will include deductible import VAT from any digital import certificates (postponed VAT accounting) and/or C79s we receive from you.
5. Where necessary, we will calculate the partial exemption annual adjustment.
6. Where appropriate, we will calculate the annual Capital Goods Scheme adjustment.
7. We are not responsible for considering or applying for any of the digital filing exemptions. However, if you consider that you are eligible to apply any one of the digital filing exemptions, please let us know. We are happy to discuss this and may correspond with HMRC on your behalf if needed, or we can guide you on whom you should contact for this. This may be subject to an additional fee. See guidance on exemptions and relaxations included in the ICAEW MTD and VAT page and VAT Notice 700/22 for further guidance.
8. We will advise you of any relaxations applicable in relation to the digital records to be kept of supplies made and received. See guidance on exemptions and relaxations included in the ICAEW MTD and VAT page and VAT Notice 700/22 for further guidance.
9. We will submit the VAT return data online to HMRC after the data to be included therein has been approved by you.
10. We will agree with you any supplementary information to be submitted on a voluntary basis with the VAT returns prior to submission.
11. Ad hoc queries by way of telephone and email enquiries are not routine compliance and may result in additional fees. As indicated below, where appropriate we will aim to discuss and agree additional fees with you but it may not always be possible to agree these in advance and we reserve the right to charge you an additional fee for these queries.

Ad hoc and advisory services

1. The scope of our services provided to you will be only as set out above and all other services which we may offer are excluded. If you instruct 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 will be the subject of a separate engagement letter at our option. Where appropriate, we will agree with you a separate fee for any such work you instruct us to undertake. Examples of such work that you may wish to instruct us to undertake include:
   • advising on ad hoc transactions;
   • reviewing and advising on a suitable partial exemption method to use in preparing the return;
   • dealing with all communications relating to your VAT returns addressed to us by HMRC or passed to us by you;
   • dealing with any compliance check or enquiry by HMRC into the VAT returns submitted;
   • processing import and export declarations including deferred import entries that require postponed VAT accounting (at present we assume that these are handled by you or your customs agent);
   • making recommendations to you about the use of cash accounting, annual accounting, flat-rate and margin schemes and other methods of accounting for VAT;
   • making recommendations to you about the consequences of supplying goods and services to customers outside the UK, for example, registration in the EU destination state and/or the EU’s VAT One Stop Shop (OSS) Union and/or non-Union schemes and/or the VAT Import One Stop Shop (IOSS) if you supply services or goods to consumers in the EU;
   • making recommendations to you if your business is supplying services (and/or certain supplies of goods treated as supplies of services, (eg hiring out of moveable property)) from the UK that come under the ‘use and enjoyment’ rules and are effectively used and enjoyed outside the UK;
   • making recommendations to you if your business is moving goods from/to Northern Ireland to/from the EU, for example, on completing EC Sales Lists (and Intrastats) if supplying goods from Northern Ireland to VAT-registered businesses in the EU;
   • making recommendations to you if your business is moving goods from/to GB to/from Northern Ireland;
   • providing you with advice on VAT Excise Duty, Customs Duty, Landfill Tax, Insurance Premium Tax, Aggregates Levy, Climate Change Levy, Single Use Carrier Bag Charge, Plastic Packaging Tax;
   • advising on time to pay arrangements or deferral of payment;
   • work required to rectify the position where your software is incompatible with our software; and
   • reviewing your record keeping processes and providing advice on potential improvements thereto to enable compliance with VAT requirements, including digital links for the transfer of data between different software.

Where the advice is provided in writing, the information that you have provided to us and the query raised will be set out with our response to you.

If specialist advice is required, we may need to seek this from, or refer you to, appropriate specialists.

Changes in the law, in practice or in public policy

1. 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, practice or public policy or in your circumstances.
2. We will accept no liability for losses arising from changes in the law (or the interpretation thereof), practice or public policy that are first published after the date on which the advice is given.

Your responsibilities

1. You are legally responsible for:
   • keeping all records and documents that are relevant to the completion of your returns;
   • ensuring your record keeping is compliant with the requirements for the digital recording and transfer of data;
   • ensuring that your returns are correct and complete and in an appropriate digital format and capture the appropriate level of data;
   • filing any returns by the due date; and
   • paying VAT on time.

Failure to do any of these may lead to penalties, surcharges and/or interest being levied by HMRC.

2. Legal responsibility for approval of the return cannot be delegated to others. You agree to check the returns that we have prepared for you are correct and complete before approving them.
3. We will not file returns until approval has been obtained – we take no responsibility for any associated late filing charges or interest.
4. Where we are keeping your digital accounts records, you are responsible for providing us with the following information required for us to prepare the records:
   • Access to your accounting records
   • Sale invoices
   • Purchase invoices
   • Bank statements
   • Details of bank and cash payments
   • Details of bank and cash receipts
   • Stock and work-in-progress details
   • A record of the amounts owed to the business
   • A record of the amounts owed by the business
   • A list of accruals
   • A list of prepayments
   • Private use adjustments
   • To enable us to carry out our work, you agree:
   • that all returns are to be made on the basis of full disclosure;
   • that you are responsible for ensuring that the information provided is, to the best of your knowledge, accurate and complete and that all digital links are in the manner prescribed; the returns are prepared solely on the basis of the information provided by you and we accept no responsibility for any liabilities arising due to inaccuracies, omissions or breakdowns in digital links concerning the information that you provide which may lead to a misdeclaration on which penalties and interest may arise;
   • to authorise us to approach such third parties, as may be appropriate, for information we consider necessary to deal with the returns;
   • to provide us with all the records relevant to the preparation of your returns as soon as possible after the return period ends; we would ordinarily need a minimum of 15 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 return, we accept no responsibility for any late submission or late payment penalty that may arise; if feasible, we may agree to complete your return within a shorter period.
   • to inform us that you have made the tax payment based on your calculated return.
5. 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 tell us so that we can assess its significance.
6. You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC, in sufficient time to enable us to deal with them as may be necessary within the statutory time limits. Although HMRC has the authority to communicate with us when form 64-8 or online authorisation has been submitted, it is essential that you let us have copies of any correspondence received, because HMRC is not obliged to send us copies of all communications issued to you and, in most cases, will not do so.
7. You are responsible for bringing to our attention any errors, omissions or inaccuracies in your VAT returns that you become aware of after the returns have been submitted in order that we may assist you to make a voluntary disclosure.
8. On occasions it may be apparent that an error committed by HMRC has meant that the client has not paid tax actually due or he has been incorrectly repaid tax. Correcting such mistakes may cause expense to a member and thereby to their clients. A member should bear in mind that, in some circumstances, clients or agents may be able to claim for additional professional costs incurred and compensation from HMRC. See HMRC’s complaints factsheet.”
9. You are responsible for monitoring your monthly turnover of not only any business covered in this engagement letter but any other businesses that you are involved with 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 you 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.

Investigation by HMRC

1. Where included in your engagement, we will act on your behalf in the matter of investigations by HMRC into your tax affairs.
2. 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.
3. 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 and universal credit. We will not address the tax credits and universal credit issues unless we have explicitly agreed to do so.
4. We must make it clear that if, at any time, we consider that:
   • you are not cooperating with us and/or answering our enquiries fully and frankly; or
   • you are unwilling to make full disclosure or you refuse to do so;
   • 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.

5. If specialist advice is required in connection with the investigation, we may need to seek this from, or refer you to, appropriate specialists. For serious enquiries (Code of Practice 9, suspected tax fraud, criminal investigations) you should engage a specialist tax investigations adviser; we will refer you to one if needed.
6. Where you have a Tax Investigation Service (TIS) cover (Schedule V), our fees for responding to qualifying enquiries are met by the TIS insurer up to the policy limit. Outside of TIS, our time on the enquiry is chargeable to you.

Your responsibilities

1. To enable us to carry out our work in relation to the investigation you agree:
   • to keep all records and documents that are relevant to the completion of this engagement;
   • 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, expenditure, allowances, capital transactions and any other relevant facts;
   • to provide full information necessary for dealing with the investigation;
   • to authorise us to communicate with such third parties as may be appropriate, and that we consider necessary to deal with the investigation;
   • 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;
   • to forward to us immediately 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; although HMRC has the authority to communicate with us when form 64-8 has been submitted, it is essential that you let us have copies of any correspondence received, because HMRC is not obliged to send us copies of all communications issued to you, and, in most cases, will not do so;
   • 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, please let us know so that we can assess its significance or otherwise; and
   • to notify us immediately of any insurance cover you have for enquiries by HMRC into your tax returns.

IT SECURITY REQUIREMENTS

Your responsibilities

1. To support the delivery of cloud-based services, it is important to ensure that appropriate IT security measures are in place. You are responsible for ensuring this is the case.
2. You are responsible for:
   • providing us with a list of approved users;
   • ensuring that all usernames, passwords and any additional authentication measures required for access are kept secure and not shared with unauthorised individuals;
   • ensuring no unauthorised third parties are allowed to access the software;
   • ensuring the software is not used to provide services to other parties;
   • ensuring that you have appropriate security measures in place to prevent and/or detect viruses, trojans, malware or any other malicious code;
   • ensuring unlawful information and content is not transmitted;
   • ensuring that your systems and networks meet the performance requirements;
   • any internet link (eg through your internet service provider) to permit you to connect to the service; and
   • compliance with the service providers terms, if applicable.
3. If any of your staff authorised for access leave or are no longer authorised, you are responsible for notifying us to remove any access. You must give us sufficient notice to be able to make the change on your behalf if you are not able to do this directly.

Our responsibilities

1. We are responsible for:
   • ensuring only our authorised staff are provided appropriate levels of access to your cloud-based systems;
   • ensuring that all usernames, passwords and any additional authentication measures required for access are kept secure and not shared with unauthorised individuals;
   • having appropriate security measures in place to prevent and/or detect viruses, trojans, malware or any other malicious code; and
   • compliance with the service providers terms, if applicable.

CLIENT PORTAL

We will provide a free portal service to allow secure exchange of files between us, and for on demand access to shared documents. The portal service supplier we use is Karbon. The servers used by the supplier are based in the UK.

We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful access to data in the portal and against accidental loss, destruction of, or damage to, the data. If you decide to stop using our services, we will disable all user access to your portal and liaise with you about providing copies of any files that are held within the portal. At our discretion, we may change how the portal service is offered. We will provide you appropriate notice of any changes that may affect your usage.

You are responsible for controlling which files are uploaded to the portal, removing files from the portal when they are no longer needed; and not providing access to any third parties. You must notify us immediately if you if you wish to stop using the services of the firm so that we can disable access in a timely manner.

CLOUD-BASED SOFTWARE

Provider

1. Where we take out a software subscription in connection with your engagement, the subscription is provided by the third party on their own terms. Your use of the software is subject to those terms. We recharge the subscription cost to you and are not responsible for the availability, performance or security of the third-party software itself. Details of the specific accounting software that will be hosted software included in your engagement are listed in our fee summary. Depending on your subscription, the accounting software providers details are as follows:
2. Xero – This software and the associated hosting will be supplied by Xero Limited. https://www.xero.com
3. Dext – This software is supplied by Dext Software Limited https://dext.com/en
4. Float – This software is supplied by The Float Yard Ltd (trading as Float). https://www.floatapp.com
5. Joiin – This software is supplied by Joiin Ltd. https://www.joiin.co
6. Modulr – This software and associated payment services are supplied by Modulr Finance Limited. https://www.modulrfinance.com
7. If you wish to stop a software service you must give one month’s notice in accordance with the supplier’s terms.

Our responsibilities

1. We will send you an invoice each month per our agreed payment schedule for the services provided.
2. When you stop the service, giving notice as per above we will work with the supplier to obtain a backup of your data as at the end of the notice period.
3. We are not responsible for any failure to deliver the service due to errors in transmission, internet outages, supplier infrastructure issues or any other failure that results in unavailability of the service. We are also not liable for any loss or corruption of data if you have breached the supplier’s terms. However, we will help to liaise with the cloud supplier to help ensure normal service is resumed as soon as possible.
4. We will notify you of any shortcomings or irregularities that we encounter but we emphasise that we do not take responsibility for identifying these.

Excluded work

1. The scope of our services provided to you will be only as set out above and all other services which we may offer are excluded. If you instruct us to do so, we will provide other ad hoc services as may be agreed between us from time to time. These will be the subject of a separate engagement letter at our option. Where appropriate, we will agree with you a separate fee for any such work you instruct us to undertake. Examples of such work that you may wish to instruct us to undertake include:
2. assisting you in the selection of specific accounting software relevant to your needs, but the final decision is yours;
3. review of existing software for suitability to your business needs;
4. training for your staff in the use of the accounting software.

Your responsibilities

1. You shall pay the fee each month when it is due per our agreed payment schedule. If you do not make payment, we will issue a written warning and reserve the right to stop the service until fees due have been paid or an alternative arrangement has been made.
2. You are responsible for the maintenance of your accounting records.
3. You are responsible for providing us with the appropriate contractual assurances regarding required consents to process personal data.
4. You will enter into a Terms of Use and Service Level Agreement regarding uptime availability and the provision of maintenance, support and security services with Xero. You are responsible for ensuring that the terms are suitable for your requirements. Should you wish to discuss anything in these agreements please contact us prior to entering into the agreement.

This schedule covers the one-off Companies House filings we may provide on an ad hoc basis. The specific filings included in any engagement are set out in the fee proposal. One-off filings are billed when the work is completed.

Our Responsibilities

1. Where included in your engagement, we will:
   • Director appointment or resignation (AP01 / TM01) – prepare and file the appointment or resignation of a director with Companies House. Where appointment requires identity verification under the Economic Crime and Corporate Transparency Act 2023, this is a precondition that you must complete before we can file.
   • Change of company name (NM01) – prepare and file a change of company name with Companies House on receipt of the necessary board resolution and shareholder approval. We do not advise on whether the new name is permissible or on trade mark implications.
   • Change of registered office (AD01) – prepare and file the change of registered office address with Companies House. Where the new address is one of our address services, see Schedule V.
   • Share allotment (SH01) – prepare and file a return of allotment of shares, on receipt of the board minute or written resolution authorising the allotment. We do not advise on the legality of the allotment, valuation, or compliance with shareholder pre-emption rights – these should be confirmed with a solicitor.
   • Articles of association update – file updated articles of association on receipt of a properly passed special resolution. We do not draft or amend the articles themselves; this is a legal task to be carried out by a solicitor.
   • Company dissolution / strike off (DS01) – prepare and file the application for voluntary strike off with Companies House. We will check that the company meets the eligibility conditions (no recent trade, no recent name change, no recent disposals) but you remain responsible for ensuring the company has settled all liabilities, distributed all assets, and notified all interested parties as required by section 1006 of the Companies Act 2006. Where our fees are to be paid by the company being dissolved, we will require payment prior to work commencing, this will include the fees for any associated cessation accounts preparation and corporation tax return preparation and filing.

Excluded Work

1. The following are outside the scope of this schedule and require separate engagement (typically with a solicitor):
   • drafting board resolutions, shareholder resolutions, articles, or shareholders’ agreements;
   • legal advice on the implications of any filing;
   • trade mark searches or intellectual property advice;
   • valuation of shares for any purpose;
   • solvent or insolvent liquidations (these require a licensed insolvency practitioner).

Your responsibilities

1. You are responsible for:
   • providing all underlying documentation (board minutes, resolutions, shareholder consents) before we file;
   • confirming that any filing is properly authorised before we submit it;
   • ensuring all directors and PSCs have completed any required identity verification under the Economic Crime and Corporate Transparency Act 2023;
   • settling all liabilities and notifying creditors and other interested parties before applying for strike off.

Where any of the following services are included in your engagement, they are provided in addition to the standard payroll service set out in Schedule H.

CIS contractor payroll and returns

1. Where you operate within the Construction Industry Scheme (CIS) as a contractor, we will, where included in your engagement:
   • verify subcontractors with HMRC and confirm the correct deduction status before payment;
   • calculate CIS deductions on payments to subcontractors based on the information you provide;
   • prepare and file monthly CIS returns (CIS300) with HMRC by the due date;
   • issue payment and deduction statements to subcontractors;
   • notify you of CIS amounts due to HMRC and the payment deadline.
2. You are responsible for ensuring all subcontractor invoices we are asked to process are bona fide and reflect work actually performed, and for confirming each subcontractor’s employment status is correctly classified.

Auto-enrolment pension administration

1. Where included in your engagement, we will:
   • operate the auto-enrolment assessment within the payroll software on each pay run;
   • process opt-ins and opt-outs notified to us within the statutory deadlines;
   • submit pension contributions to the pension provider on each pay run;
   • prepare and submit the Declaration of Compliance (re-declaration every three years) to The Pensions Regulator;
   • notify you of upcoming re-enrolment dates.
2. This service assumes a workplace pension scheme is already in place. Initial scheme setup is covered under Schedule W.
3. You retain responsibility for compliance with your duties as an employer under the Pensions Act 2008, including the choice of pension provider, payment of contributions on time, and the accuracy of the data used in assessment.

PAYE Settlement Agreement (PSA) reporting

1. Where you operate a PSA with HMRC and have included PSA reporting in your engagement, we will:
   1. agree the items to be included on the PSA with you each year before the deadline;
   2. calculate the Class 1B NIC and tax due on PSA items;
   3. prepare and submit the PSA computation to HMRC by 31 July following the end of the tax year;
   4. notify you of the amount due to HMRC and the payment deadline (22 October if paying electronically).
2. The PSA covers minor, irregular, or impracticable-to-PAYE benefits as agreed with HMRC. We do not advise on whether the underlying PSA agreement remains in force or appropriate; you should review this with HMRC if circumstances change.

Employee Payment via Modulr

1. Where your engagement includes employee payment via Modulr, we will upload the payment information to Modulr faithfully in accordance with the payroll file you have approved. We will not amend the payment details you have approved.
2. You are responsible for:
   • providing us with accurate employee bank account details, and for telling us promptly of any changes to them;
   • transferring the necessary funds to Modulr in good time for the payment date;
   • approving the release of funds to employees on the payment date.
   • Payments are released only on your approval. We are not responsible for late or failed payments arising from funds not being transferred to Modulr in time, from approval not being given, or from employee bank details that are inaccurate or out of date.
   • Where payment services are provided through Modulr Finance Limited, Modulr is authorised and regulated by the Financial Conduct Authority as an electronic money institution. Funds held via Modulr are safeguarded in accordance with the Electronic Money Regulations 2011, which is not the same as protection under the Financial Services Compensation Scheme. We do not hold, control, or have access to client funds processed through Modulr, and we accept no liability for any delay, suspension, or loss arising from Modulr’s regulatory status, safeguarding arrangements, or operational failure.
3. See schedule L regarding the provision of cloud based software.

Your responsibilities

1. In addition to the responsibilities in the main payroll schedule, you are responsible for:
   • providing complete and accurate information on subcontractors, employees, and benefits in time for filings to be submitted by HMRC deadlines;
   • paying CIS deductions, pension contributions, and PSA amounts to the relevant body by the due date;
   • notifying us of any changes to the workforce, subcontractor base, or benefits package that may affect these add-on services.

This schedule covers one-off advisory project services. Each project is scoped individually in writing at the start of the engagement, setting out the work to be delivered, the assumptions used, and the fee basis. The descriptions below set out the general scope, responsibilities, and limitations that apply across all project services.

Scope confirmation

1. Before we commence work on an advisory project, we will confirm in writing:
   • the project objective and deliverable;
   • the data, assumptions, and inputs that will form the basis of our work;
   • the timeline and any review checkpoints;
   • the fee basis (fixed fee, time and materials, or capped fee) and any expenses to be recharged.
2. Any material changes to scope, assumptions, or timeline that arises during the engagement will be confirmed in writing before we proceed.

Project services we provide

1. Examples of advisory project services that fall under this schedule include (but are not limited to):
   • Business sale support – preparing the financial information pack for a sale, supporting due diligence enquiries, attending key meetings, and advising on the financial aspects of the transaction. We do not provide legal or tax structuring advice on the transaction itself.
   • Business purchase support – supporting financial due diligence on a target business, reviewing the target’s financial information, and advising on the financial aspects of the transaction. We do not provide a formal due diligence report unless that is separately agreed.
   • Management buyout (MBO) support – supporting the financial planning and modelling for an MBO, including funding structure and post-completion forecasts. We do not advise on the legal structure of the buyout.
   • Finance raising support (pack preparation) – preparing a funding pack to support a debt or equity raise, including financial summaries, forecasts, and use-of-funds analysis. We do not make introductions to investors or lenders unless that is separately scoped, and we are not authorised to provide regulated investment advice.
   • Cash flow forecast (standalone) – preparing a one-off cash flow forecast over an agreed period, based on assumptions you supply or that we agree together.
   • Budget build (annual) – preparing an annual budget for your business, based on prior year actuals, your forecast assumptions, and discussion with you.
   • Exit planning / pre-sale readiness review – reviewing the business’ readiness for sale or exit and producing a report with recommendations on improvements to make before a transaction process.
   • Financial modelling – building a bespoke financial model to your specification, with sensitivities and scenarios as agreed.
   • EIS / SEIS application – preparing and submitting the advance assurance application (or compliance statement) to HMRC. We do not advise on the underlying eligibility of the company or the shares; you should confirm eligibility with a solicitor before we apply.
   • Employee incentive scheme design – advising on the choice of scheme (EMI, growth share, unapproved option) and modelling the dilution and tax impact. We do not draft the scheme rules – this is a legal task to be carried out by a solicitor. Implementation of an EMI scheme is covered under Schedule Q.

Limitations

1. Advisory project work is sensitive to the assumptions and information on which it is based. Our deliverables are reports and models – they are inputs to your decision-making, not decisions themselves.
2. We will exercise professional care in producing our work. However:
   • forecasts, models, and budgets reflect a view of the future based on the information available at the time and are inherently uncertain;
   • our work does not constitute a guarantee that any transaction will complete, that funding will be raised, or that any particular outcome will be achieved;
   • where we rely on information you provide, we do not independently verify it. You remain responsible for its accuracy and completeness;
   • we may decline to release deliverables to third parties (or do so only with a release letter limiting our liability) where the deliverable was prepared for your internal use.

Your responsibilities

1. You are responsible for:
   • providing complete and accurate information for the project, including all assumptions and forecasts;
   • reviewing draft deliverables and providing feedback within the timeframes agreed;
   • retaining ultimate responsibility for the decision on whether to proceed with any transaction, fundraise, or scheme;
   • engaging suitably qualified specialists (solicitors, tax specialists, regulated advisers) for matters outside our scope or competence.

This schedule covers the services we provide in relation to Employment-Related Securities (ERS), including the implementation of Enterprise Management Incentive (EMI) schemes and annual ERS reporting. Scheme design advice is covered separately under Schedule P.

EMI scheme registration with HMRC

1. Where included in your engagement, we will:
   • register the EMI scheme with HMRC via the ERS online service;
   • notify HMRC of EMI option grants by the statutory deadline of 6 July following the end of the tax year in which the grants were made. In practice we submit notifications shortly after each grant, to reduce the risk of missing the deadline;
   • retain copies of grant documentation provided by you and your solicitor.
2. Failure to notify an EMI grant by the statutory deadline causes the option to lose EMI status. We will use reasonable efforts to meet the deadline, but our ability to do so depends on you providing grant details and supporting documentation in good time. You must notify us of any EMI grant promptly after it is made – we strongly recommend doing so the same week – so that we can submit the notification while details are fresh and well before the 6 July deadline.

EMI HMRC valuation

1. Where included in your engagement, we will:
   • prepare a share valuation for submission to HMRC on Form VAL231 to agree the unrestricted and actual market value of the shares for EMI purposes;
   • submit the valuation to HMRC and respond to any HMRC queries;
   • notify you of HMRC’s agreed valuation. The agreed valuation is valid for 90 days from the date of HMRC’s agreement; option grants made within that 90-day window will be at the values agreed.
2. If options are not granted within the 90-day validity window, we will need to re-submit the valuation to HMRC for re-agreement at the values applying as at the date of re-submission. We do not provide formal valuations for any other purpose (financial reporting, transaction valuations, valuations for HMRC under other tax regimes) under this schedule.

ERS annual return

1. Where you operate any employment-related securities arrangement (whether EMI, unapproved options, growth shares, or any other ERS scheme) you have a statutory duty to file an annual ERS return with HMRC by 6 July following the end of the tax year. Where included in your engagement, we will:
   • identify reportable events from the information you provide (grants, exercises, lapses, releases, cash settlements, and similar);
   • prepare and submit the ERS annual return for each scheme via the HMRC online service;
   • submit a nil return where required (a nil return is still required for a registered scheme even if no reportable events occurred in the tax year);
   • notify you of the filing and provide a copy for your records.

Excluded Work

1. The following are outside the scope of this schedule:
   • drafting the EMI scheme rules, option agreements, or shareholder resolutions – these are legal tasks to be carried out by a solicitor;
   • advice on the choice of scheme or the design of the scheme (see Schedule P);
   • personal tax advice for option holders on the personal tax consequences of grant, exercise, or sale;
   • share valuations for purposes other than EMI (e.g. financial reporting, sale transactions) – these may be available as a project under Schedule P;
   • filing for unapproved share schemes that were not previously registered with HMRC (registration would be required first).

Your responsibilities

1. You are responsible for:
   • notifying us immediately of any EMI grant or other ERS-reportable event;
   • providing all underlying scheme documentation (rules, option agreements, board minutes, shareholder resolutions) before we file;
   • ensuring the scheme has been properly authorised in accordance with the scheme rules, the articles of association, and any shareholders’ agreement;
   • ensuring all option holders meet the EMI qualifying conditions (employment hours, working time, no material interest, & similar) at all relevant times;
   • notifying us promptly of any disqualifying events (change of employment status, sale of qualifying trade, increase in gross assets and/or similar) so we can advise on the implications and any required reporting.

This schedule covers ad hoc services we may provide in response to HMRC enquiries or other one-off client needs. Work under this schedule is scoped at the time the need arises and billed when complete.

HMRC penalty appeal

1. Where you have received a penalty from HMRC and have asked us to appeal, we will:
   • review the penalty notice and the underlying facts;
   • advise on the prospects of a successful appeal and the appropriate grounds (reasonable excuse, special reduction, or similar);
   • prepare and submit the appeal to HMRC on your behalf;
   • respond to HMRCs decision and (where appropriate) pursue a review or appeal to tribunal – note that tribunal representation is outside our standard scope and will be separately scoped if needed.

Mortgage application support

1. Where you have asked us to support a mortgage application, we will:
   • complete an accountant’s certificate or income reference in the format required by the lender;
   • provide copies of accounts, tax returns, and tax computations as requested by the lender, on receipt of your authority;
   • respond to follow-up questions from the lender within the agreed scope.
2. Where the lender’s certificate format requires us to make statements outside our knowledge (for example, projecting future income or warranting the affordability of a loan), we will not do so. We will not act as a guarantor of any kind.

Your responsibilities

1. You are responsible for:
   • notifying us promptly of any HMRC correspondence, penalty, or third-party request;
   • providing complete and accurate information for our response;
   • paying any tax, interest, or penalty due (responsibility for the underlying liability rests with you, not us);
   • retaining the underlying accounting and tax records that may be subject to HMRC review.

Our responsibilities

1. We will prepare your monthly or quarterly management accounts based on the bookkeeping records you maintain (or we maintain on your behalf under Schedule C). Specifically, we will:
   • prepare a profit and loss account, balance sheet, and key performance indicators tailored to your business;
   • prepare commentary on material variances against budget or prior period, where a budget has been agreed;
   • include other reports, KPIs, or schedules as agreed at the start of the engagement;
   • review the management accounts before issue and resolve any anomalies with you;
   • deliver the management accounts within the timeframe agreed at the start of the engagement.

Ad hoc and advisory services

1. The scope of our services provided to you will be only as set out above and all other services which we may offer are excluded. If you instruct us to do so, we will provide services as may be agreed between us from time to time. These will be the subject of a separate engagement letter at our option. Where appropriate, we will agree with you a separate fee for any such work you instruct us to undertake. Examples of such work that you may wish to instruct us to undertake include:
   • consolidation across multiple legal entities;
   • forecast or budget preparation (covered separately under Schedule P);
   • audit, review, or assurance over the management accounts;
   • tax computations or tax planning advice based on the management accounts.
2. Our management accounts are prepared from the records you provide. We do not verify the underlying data and are not responsible for errors arising from inaccurate or incomplete information supplied to us.

Your responsibilities

1. You are responsible for:
   • providing complete and accurate bookkeeping records on a timely basis;
   • approving the chart of accounts and reporting structure;
   • reviewing the management accounts for reasonableness before relying on them for decision-making;
   • agreeing in advance any changes to the format, frequency, or scope of reports.

This schedule covers the day-to-day finance operations services we provide as an outsourced finance function. The specific services included in your engagement are set out in the fee proposal.

Customer invoicing

1. Where included in your engagement:
   • we will raise customer invoices on your behalf in your accounting system, based on data and approval workflows agreed at the start of the engagement;
   • we will send invoices to your customers on your behalf via the accounting software;
   • we will not chase overdue invoices unless a credit control service is separately agreed;
   • you retain commercial responsibility for what is invoiced, the rates charged, and the legitimacy of the underlying transactions.

Supplier payment runs

1. Where included in your engagement:
   • we will prepare supplier payment runs in Modulr for your approval;
   • payment runs are prepared on the cadence agreed at the start of the engagement (typically monthly);
   • payments are released only after approval by an authorised signatory at your business – we do not have authority to release payments without your sign-off;
   • we act in an administrative capacity only; you retain responsibility for verifying supplier invoices, authorising payment, and confirming bank details. We strongly recommend you verify changes to supplier bank details via a phone call to a known number.
2. Where payment services are provided through Modulr Finance Limited, Modulr is authorised and regulated by the Financial Conduct Authority as an electronic money institution. Funds held via Modulr are safeguarded in accordance with the Electronic Money Regulations 2011, which is not the same as protection under the Financial Services Compensation Scheme. We do not hold, control, or have access to client funds processed through Modulr, and we accept no liability for any delay, suspension, or loss arising from Modulr’s regulatory status, safeguarding arrangements, or operational failure.
3. See schedule L regarding provision of cloud based software.

Accounts inbox management

1. Where included in your engagement:
   • we will monitor a designated finance inbox on your behalf and process incoming financial correspondence (supplier invoices, customer queries, bank statements, and similar);
   • we will action items that fall within our agreed scope and refer items requiring your input or decision back to you;
   • we will not respond to commercial or operational matters; these will be referred to you.

Your responsibilities

1. You are responsible for:
   • providing timely approvals and authorisations as the workflow requires;
   • maintaining the master data (customer lists, supplier lists, bank details) and approving any changes;
   • providing access to all systems and inboxes required;
   • ensuring two-factor authentication and authorised user lists are kept current;
   • retaining ultimate authority over payments, invoices, and commercial decisions.

Fraud and security

1. The outsourced finance function involves significant access to your financial systems. You are responsible for ensuring appropriate internal controls – including, where possible, dual authorisation of payments and segregation of duties between approval and processing.

Our responsibilities

1. We will prepare and file the company’s annual Confirmation Statement with Companies House on your behalf. Specifically, we will:
   • review the current Companies House record before filing;
   • confirm the People with Significant Control (PSC) details, registered office address, SIC codes, statement of capital, and shareholder information with you before filing;
   • file the Confirmation Statement online and pay the Companies House filing fee on your behalf;
   • recharge the Companies House filing fee through our monthly billing;
   • send you the filing confirmation for your records.

Ad hoc services

1. The scope of our services provided to you will be only as set out above and all other services which we may offer are excluded. If you instruct us to do so, we will provide services as may be agreed between us from time to time. The following are outside the scope of this engagement and will be scoped and charged separately if needed:
   • one-off Companies House filings (change of company name, change of registered office, director appointments or resignations, share allotment, articles updates, dissolution);
   • maintenance of statutory registers (PSC register, members register, directors register) – these remain your responsibility;
   • legal advice on the structure or implications of any change.

Your responsibilities

1. You are responsible for:
   • notifying us promptly of any changes to directors, PSCs, shareholders, registered office, or share capital;
   • confirming the Confirmation Statement details are accurate before we file;
   • maintaining the underlying statutory records.

Our Responsibilities

1. Where your engagement includes services that rely on third-party providers, we arrange those services on your behalf and recharge the cost to you. This schedule applies to statutory address services (registered office, service and trading addresses) provided through a third-party address provider; and tax investigation fee protection services in connection with your engagement.
2. These items are shown separately from our fees on your invoice. Where a provider changes its pricing, the amount charged will change accordingly, and we will tell you when we become aware of a material change.

Statutory address services

1. Registered office, service, or trading address arrangements referenced in this engagement are provided via a third-party provider and will only become active upon that provider’s successful completion of its compliance checks, including know-your-client (KYC) checks. We accept no liability for delay, refusal, or withdrawal of these services arising from that provider’s compliance process, and until such checks are completed and services confirmed active, no registered officer service should be treated as in place. Once active, statutory mail received at that address will be forwarded to you as it is received. We are not responsible for the content of that mail, for delays by the provider, or for acting on it unless you separately instruct us to do so under another schedule.
2. Where the third-party provider is unable to complete its compliance checks or declines to provide the service, any fee paid in advance for the registered officer service will be refunded to you, less any reasonable administrative costs already incurred by us or the provider in connection with the application. We reserve the right to decline to act as agent for the registered office in these circumstances without further liability.

Tax Investigation Fee Protection

1. Where your engagement includes tax investigation fee protection cover, our fees for responding to qualifying enquiries will be met by the insurer, up to the policy limit, subject to the scope and exclusions of the policy then in force. Enquiries or matters falling outside the scope of cover, or fees exceeding the policy limit, will be chargeable to you at our standard rates. Your subscription will renew automatically unless cancelled by you in writing, giving not less than one month’s notice.

Your responsibilities

1. You are responsible for telling us promptly if you no longer require a third-party service so that we can arrange to cancel it. Recharges continue until the underlying service is cancelled.

This schedule covers the one-off setup and registration services we provide when you first engage with us, or when you change or add to your service stack. The specific services included in your engagement are set out in the fee proposal. Setup work is billed when the work is completed.

Tax and regulatory registrations

Where included in your engagement:

1. VAT registration – If you are not already registered for VAT we will complete the registration process on your behalf. Where HMRC raises queries, we will respond on your behalf and keep you informed. The timeline is dependent on HMRC processing times and any queries raised, which are outside our control. You will then provide us with details of your VAT registration number and a copy of the VAT registration certificate. We will initiate the process for you to authorise us with HMRC as your VAT agent. We will send you an email with a link to complete the authorisation process. You will need to use that link to authorise us as an agent on the HMRC portal using your HMRC sign in credentials. If you do not have HMRC sign in credentials you can create these as part of the process. This authorises HMRC to communicate with us as your agent, although you remain legally responsible for your tax affairs.
2. PAYE scheme registration – We will register a PAYE scheme with HMRC on your behalf for the operation of payroll.
3. Pension scheme registration – We will register a workplace pension scheme with the chosen provider and complete the initial setup of the scheme rules. You retain responsibility for ongoing compliance with auto-enrolment duties.
4. CIS registration – We will register your business with HMRC as a contractor or subcontractor under the Construction Industry Scheme.
5. Sole trader registration – We will register you with HMRC as a self-employed sole trader for self-assessment and National Insurance, including applying for a Unique Taxpayer Reference (UTR) where you do not already have one.
6. Self assessment registration – We will register you with HMRC as self-employed for self-assessment and National Insurance, including applying for a Unique Taxpayer Reference (UTR) where you do not already have one.
7. Making tax digital – income tax for self assessment registration – We will register you with HMRC for quarterly reporting in relation to income tax for self assessment through MTD software.
8. Company formation – We will incorporate a new limited company at Companies House on your behalf, using a template Memorandum and Articles unless you specify otherwise. We do not provide legal advice on company structure or shareholder arrangements; this should be obtained from a solicitor before incorporation.

Software setup

Where included in your engagement:

1. Xero setup and chart of accounts – we will create your Xero subscription, build a chart of accounts appropriate to your business, set up tax codes, and connect bank feeds. We will provide initial training as separately agreed.
2. Xero migration – we will migrate accounting data from your previous system into Xero. Migration scope (period covered, data types, opening balances) will be confirmed at the start of the engagement.
3. Dext setup – we will set up your Dext account, supplier rules, and integration with Xero.
4. Float and Joiin setup – we will configure these tools and link them to your accounting system as required.
5. Modulr setup – we will set up your Modulr payment account, including approval workflows.

Your responsibilities

1. You are responsible for:
   • providing all information and documentation we request promptly (incorporation details, director ID, business activity descriptions, bank details, and similar);
   • approving any registrations or filings before submission;
   • responding to follow-up queries from HMRC, Companies House, or software providers via us in a timely manner;
   • meeting the cost of any third-party fees (Companies House, software subscriptions, professional registration bodies) – these are recharged to you at cost.

Timing and dependencies

1. Setup services are dependent on third-party processing times (HMRC, Companies House, pension providers, software vendors). We will progress work as quickly as your responses to information requests allow, but cannot commit to specific delivery dates where these are dependent on third parties.

This schedule covers the ongoing advisory services we provide on a recurring basis. The specific services included in your engagement are set out in the fee proposal.

Monthly finance meeting

1. Where included in your engagement:
   • we will hold a regular meeting with you (typically monthly) to review the financial position of your business, discuss the management accounts, and address any commercial or financial questions you wish to raise;
   • the meeting is a forum for advice and discussion. Any specific work arising from the meeting (for example modelling, forecasts, tax computations) will be scoped and agreed separately.

Rolling cash flow forecast

1. Where included in your engagement:
   • we will maintain a rolling cash flow forecast for your business, updating it on the cadence agreed at the start of the engagement (typically monthly);
   • the forecast is built on assumptions you supply and is sensitive to those assumptions. It is a planning tool, not a guarantee of future performance;
   • we will not make commercial decisions based on the forecast; that remains your responsibility.

Finance Advisory Retainer

1. Where the Finance Advisory Retainer is included in your engagement, we will be available throughout the year to provide ad hoc advice on financial, commercial, and strategic matters within our competence. The retainer covers responsive advice and short conversations; it does not cover the preparation of formal deliverables (for example models, reports, fundraising packs) which will be scoped and charged separately.

Excluded Work

1. The following are outside the scope of this advisory schedule and will be scoped separately if required:
   • formal financial modelling;
   • preparation of fundraising materials, sale documents, or investor packs;
   • tax planning, tax advice, or tax computations;
   • legal advice of any kind;
   • valuation work for HMRC, financial reporting, or commercial transaction purposes.

Limitations

1. Our advice is given in good faith based on the information available at the time. We will tell you if a matter falls outside our competence and recommend you seek specialist advice. We are not authorised to provide regulated financial services (investment advice, insurance mediation, and similar) and will not do so.

Your responsibilities

1. You are responsible for:

• • providing complete and accurate information when seeking our advice;
  • ultimately making all commercial and financial decisions affecting your business;
  • engaging suitably qualified specialists where matters fall outside our competence.

Our Responsibilities

1. Where your company pays interest to a director, participator or other non-bank lender, it must deduct income tax at the basic rate at source and account for it to HMRC on form CT61. We will:

• • advise you on whether a CT61 return is required, based on the arrangements you tell us about;
  • prepare the quarterly CT61 return for each return period in which interest is paid;
  • calculate the income tax to be deducted and accounted for on that interest;
  • send you the draft return for your review and approval before anything is submitted;
  • submit the approved return to HMRC on your behalf
  • tell you the amount of income tax payable and the date by which HMRC must receive it.

CT61 returns are required only for return periods in which relevant interest is actually paid. Where no interest is paid in a return period, no return is due and we will not prepare one.

Excluded Work

1. The following are outside the scope of this engagement and will be scoped and charged separately if needed:

• • advising on whether a loan arrangement, or the rate of interest charged on it, is commercially or tax-efficient, or on the wider tax consequences of the arrangement for the company or the lender;
  • drafting or reviewing loan agreements or board minutes;
  • reporting the interest received on the lender’s personal tax return;
  • section 455 tax and other consequences of loans made by the company to participators;
  • dealing with any HMRC enquiry, penalty or interest charge arising in relation to a CT61 return.

Your responsibilities

1. You are responsible for:

• • making us aware of the existence of any related party or other non-bank loans on which the company pays or intends to pay interest, and of any changes to those arrangements;
  • telling us promptly when interest is paid, and the amount and date of each payment;
  • reviewing the draft return and confirming that it is correct and complete before it is submitted;
  • paying the income tax due to HMRC by the due date. We will tell you the amount and the deadline, but making the payment is your responsibility;
  • keeping records of the loan arrangements and the interest paid.

We rely on the information you give us about your loan arrangements. If you do not tell us that interest has been paid, we cannot advise you that a return is due, and we are not responsible for any resulting late filing or late payment penalties.

Acting as Authorised Corporate Service Provider

1. In accordance with the requirements of the Economic Crime and Corporate Transparency Act 2023 (‘ECCTA’) to meet your statutory and regulatory obligations, you are engaging us to provide services as an ACSP to enable all your directors and any Persons with Significant Control (‘PSCs’) to verify their identity at Companies House.

Nature of ACSP Services

1. We are authorised to act as an ACSP under the ECCTA.
2. We will, under this schedule, assist you in providing online identity verification services of your directors and PSCs (both as reported by you to us). If you instruct us to provide this service, we will conduct online identity verification in accordance with the Companies House identity verification standard. The software that we use is SmartSearch and will require each director/PSC to complete an online questionnaire and provide information to enable the verification to take place. Once we have requested that information and that information has been provided by each required individual, we will be notified by the software of the results.
3. If the verification is successful, then we will notify Companies House that verification has been successfully completed.
4. If verification has not been successfully completed, then we will advise you of this and provide you with the details of the GOV.UK One Login web service to enable anyone unable to successfully verify their identity using the online identity verification process to attempt identity verification via that service (as it enables additional evidence to be provided to support identity verification).
5. If anyone is unable to verify their identity via the online identity verification method and then undertakes verification via the GOV.UK One Login web service, you must provide us with the outcome of such verification process within five working days of the application. We will be unable to act for you as ACSP, nor will we be able to carry out any other services under any other schedules where we are required to file any documentation on your behalf at Companies House unless and until all directors and PSCs have successfully verified their identity and provided us with their Companies House Personal Code.
6. You agree that, where we are instructed to act in this capacity, you will provide (and ensure that all relevant individuals provide) all documentation, information, and consents required to complete the verification process. We will retain verification records in line with regulatory requirements. We will retain records of all attempts to verify an individual’s identity (whether successful or not) for seven years from the date of the commencement of the application to verify that person’s identity.
7. We reserve the right to decline to verify an individual’s identity or to withdraw from acting as an ACSP where the identity verification standard cannot be met or has not been met.
8. We reserve the right to report any unsuccessful applications to verify a person’s identity to any regulatory or statutory authority.
9. If requested by Companies House, we must provide more information about identify checks performed.

Excluded work

1. The scope of our services provided to you will be only as set out above and all other services which we may offer are excluded under this schedule.
2. We will not accept any responsibility to any third parties for the work performed under this schedule.
3. We will not audit or otherwise verify the information provided to us by you or by third parties on your behalf beyond our statutory and regulatory requirements in providing this service and will be entitled to assume that it is complete and accurate.

Changes in the law, in practice or in public policy

1. 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, practice, public policy or in your circumstances.
2. We will accept no liability for losses arising from changes in the law (or the interpretation thereof), practice or public policy that are first published after the date on which the advice is given.

Your responsibilities

1. You will provide us with the following information to enable us to act:

1. • Name of the Limited Company
   • Company number
   • Companies House authentication code (this is needed to set the company up on the company secretarial software)
   • Details of each Director and PSC of the Company as follows:-
   • Full Name
   • Date of Birth
   • Email Address
   • Home address (including all previous addresses covering the last 12 months)
   • Confirmation that you have the consent of each Director and PSC to allow us to contact them to obtain their details so that we may assist you in the identity verification process and that you have their confirmation that they agree that we are not acting for them as individuals but will provide them with the link to enable them to access the digital identity verification process for you
   • Details of any new Directors and PSCs within 7 days of them becoming a Director/PSC along with the details and confirmation referred to in the previous two bullet points above.
2. You agree to keep us promptly informed of all material changes in circumstances that could affect you in relation to our role as ACSP – this includes but is not limited to, any change in the directors or PSCs in the company and authorise us to report any changes to Companies House or other authorities as required. If you are unsure whether a change should be reported, please contact us for advice.

Who can benefit from or rely on our work

1. You will benefit from us carrying out this work and will be entitled to benefit from our work.
2. No other party is entitled to benefit from our work without our express agreement in writing. No third parties may rely on any work that we carry out or any advice that we give without our express agreement in writing.
3. You confirm that we do not owe any duty of care to the directors or PSCs in assisting you to comply with the ECCTA requirements relating to the verification of their identities.

Who can give us instructions

1. We shall be entitled to receive instructions from any person who appears to have authority to act on your behalf (unless you specifically instruct us in writing that only named persons may give us instructions).

Who we may contact for information

1. You agree that, subject to permission from you, we can contact third parties for information about your affairs and that we may rely on the information that they provide to us and that we shall not be liable for any errors or omissions in that information.
2. You confirm that we may contact any of the directors or PSCs who you give us details of to assist in the identity verification process and obtain details of the outcome of each identity verification application, and any Companies House Personal Code(s) obtained by each such individual who successfully completes the identity verification process.

What we will charge for our work

1. Our charges to undertake the specified ACSP services are listed in the fee schedule included with our letter of engagement, where there are failures or we encounter difficulties we reserve the right to advise you of additional fees.
2. If any individuals require assistance beyond identity verification, for example they need assistance in locating lost unique identifier codes, or in completing the GOV.UK verification process, we reserve the right to charge you for that assistance at our usual hourly rates.

Acting as Authorised Corporate Service Provider

1. In accordance with the requirements of the Economic Crime and Corporate Transparency Act 2023 (‘ECCTA’) to meet your statutory and regulatory obligations, you are engaging us to provide services as an ACSP to file documents (eg statutory accounts, confirmation statement and other necessary documents) at Companies House on your behalf.
2. You do not require any identity verification service from us and will provide us with the Companies House personal code for directors and Persons with Significant Control (‘PSCs’) and the Company code.
3. If you require identity verification services from us, we will be happy to discuss this with you.

Nature of ACSP Services

1. We are authorised to act as an ACSP under the ECCTA.
2. This means that we can file documents (eg statutory accounts, confirmation statements and other necessary documents) for you at Companies House on your behalf, provided all directors and PSCs have verified their identities in accordance with the requirements of the ECCTA.
3. We do not agree to provide any such filing service under this schedule of services but may do so under other schedules of services agreed with you, for example, for the completion and filing of your statutory accounts.
4. Any agreement to file documents under any other schedule is conditional on you confirming to us the names of all directors and PSCs and providing us with completed identity verification and all digital verification codes for those persons and the company code.
5. We are not instructed by you to assist you in providing identity verification services for your directors or for PSCs (both as reported by you to us). The GOV.UK One Login web service is available to enable those persons who meet the necessary conditions to verify their identity via that service. The link to the GOV.UK One Login web service is: https://www.gov.uk/guidance/proving-your-identity-with-the-govuk-one-login-app
6. If the conditions for use for the GOV.UK One Login web service are not met, those persons should arrange alternative measures to verify their identify.
7. You agree to provide us with the outcome of the verification process for anyone who undertakes verification via the GOV.UK One Login method or through other methods within five working days of the application. We will be unable to act for you as ACSP, nor will we be able to carry out any other services under any other schedules where we are required to file documentation on your behalf at Companies House unless and until all directors and PSCs have successfully verified their identity and provided us with their Companies House Personal Code.
8. You agree that you will provide (and ensure that all relevant individuals provide) all evidence required to confirm the details of the application made by them (including the date of such application and the outcome) under the GOV.UK One Login verification process or alternative identity verification process. We will retain such records in line with regulatory requirements.
9. We reserve the right to withdraw from acting as an ACSP where the identity verification standard cannot be met or has not been met for all directors and PSCs.
10. We reserve the right to report any unsuccessful applications to verify a person’s identity to any regulatory or statutory authority in accordance with our regulatory and professional duties.
11. We remind you that, if requested by Companies House, we must provide more information about identify checks performed.

Excluded work

1. The scope of our services provided to you will be only as set out above and all other services which we may offer are excluded under this schedule.
2. We will not accept any responsibility to any third parties for the work performed under this Schedule.
3. We will not audit or otherwise verify the information provided to us by you or by third parties on your behalf beyond our statutory and regulatory requirements in providing this service and will be entitled to assume that it is complete and accurate.

Changes in the law, in practice or in public policy

1. 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, practice, public policy or in your circumstances.
2. We will accept no liability for losses arising from changes in the law (or the interpretation thereof), practice or public policy that are first published after the date on which the advice is given.

Your responsibilities

1. You will provide us with the following information to enable us to act

• • Name of the Limited Company
  • Company number
  • Companies House authentication code (this is needed to set the company up on the company secretarial software)
  • Details of each Director and PSC of the Company as follows:-
  • Full Name
  • Date of Birth
  • Email Address
  • Home address (including all previous addresses covering the last 12 months)
  • Companies House Personal Code
  • Details of any new Directors and PSCs within 7 days of them becoming a Director/PSC along with the details and confirmation referred to in the previous bullet points above.

2. You agree to keep us promptly informed of all material changes in circumstances that could affect you in relation to our role as ACSP – this includes but is not limited to, any change in the directors or PSCs in the company and you authorise us to report any changes to Companies House or other authorities as required. If you are unsure whether a change should be reported, please contact us for advice.

Who can benefit from or rely on our work

1. You will benefit from us carrying out this work and will be entitled to benefit from our work.
2. No other party is entitled to benefit from our work without our express agreement in writing. No third parties may rely on any work that we carry out or any advice that we give without our express agreement in writing.

Who can give us instructions

1. We shall be entitled to receive instructions from any person who appears to have authority to act on your behalf (unless you specifically instruct us in writing that only named persons may give us instructions).

Who we may contact for information

1. You agree that, subject to permission from you, we can contact third parties for information about your affairs and that we may rely on the information that they provide to us and that we shall not be liable for any errors or omissions in that information.
2. You confirm that we may contact any of the directors or PSCs who you give us details of to obtain details of the outcome of each identity verification application, and any Companies House Personal Code(s) obtained by each such individual who successfully completes the identity verification process.