About TidyCloud
TidyCloud is the trading name of TidyCloud Accounting Ltd which is a limited company registered in England and Wales under company number 12912530. Our registered office is 74 St Johns Estate, South Broomhill, Morpeth, NE65 9RZ. A list of directors is available from our registered office.

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

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

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

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

Commission
Should our firm be in receipt of or entitled to any commissions or other benefits from third parties that arise in respect of work carried out on your behalf, we shall notify you in writing of the amount and terms of payment in relation to such commissions and benefits. You consent to such commission or other benefit being retained by us without our being liable to account for it.

Communication
In relation to the work, we carry out for you, we shall, where appropriate, communicate with you and any other third parties by email or other forms of electronic communication, unless you instruct us in writing not to do so. In the case of such communication, it is the responsibility of the recipient to carry out any virus checks on any emails or attachments.

We accept no responsibility or liability for the non-receipt, delayed receipt, data corruption or the misdirection of any electronic communication, or for any damage or loss caused by viruses or malicious software. In addition, we accept no responsibility or liability for accidental error when dealing with such forms of communication.

Complaints
Should you have a complaint about our work or against the firm, in the first instance you should discuss this with the member of staff you normally deal with.

If your complaint is not dealt with to your satisfaction you should refer your complaint to a director of the company.

If you are still unhappy with how your complaint has been dealt with you may wish to raise the matter with the ICAEW, see www.icaew.com/complaints for more information.

Confidentiality
If, during the course of our work, you supply us with confidential information, we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional statements relevant to our engagement.

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

Conflicts of interest and independence
Subject to our agreement relating to confidentiality (see below), you have agreed that we may act for any other client whose interests are, or may be, adverse to yours. Should we, at any time, become aware of any conflict of interest between the work we carry out for you and the work we carry out for others, we shall notify you immediately.

If a conflict of interest should arise, either between two or more of our clients, or in the provision of multiple services to a single client, we will take such steps as are necessary to deal with the conflict. In resolving the conflict, we will be guided by the Code of Ethics of the Institute of Chartered Accountants in England and Wales which can be viewed at https://www.icaew.com/technical, section 210.

Contracts (Rights of Third Parties) Act 1999
No term of this agreement may be enforced under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this agreement. However, any right or remedy of any person that exists or is available otherwise than pursuant to that Act shall not be affected by this clause.

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

Data Protection Act 1998
During the course of our work we may obtain, use, process and disclose personal data held by your business. We confirm that, when processing such data on your behalf we shall at all times comply with the relevant provisions of the Data Protection Act 1998.

Dealing with HM Revenue & Customs
We will deal with all communications relating to your return addressed to us by HM Revenue & Customs or passed to us by you. However, if HM Revenue & Customs choose your return for enquiry this work may need to be the subject of a separate assignment in which case, we will seek further instructions from you.

You give us authority to correct HM Revenue & Customs’ errors, even if doing so results in correction of an error made in your favour.

We will also provide such other services as may be agreed from time to time. These may be the subject of a separate engagement. Where appropriate we will discuss and agree an additional fee for such work when it is commissioned by you.
Where HM Revenue & Customs have made an error and this results in us performing additional work, we reserve the right to charge you for this additional work.

Disengagement
Should we resign or be requested to resign, a disengagement letter will be issued to ensure that our respective responsibilities are clear.

Fees and payment terms
For our monthly accounting packages (subscriptions), we would agree a monthly fixed fee covering a set period. The services included within the package (subscription) would be provided as and when they are due, throughout the period of our engagement.

I.e. VAT returns would be completed in the period they are due following the end of a VAT period.

There are no separate identifiable amounts for each of the services included within our packages (subscriptions). If a package (subscription) includes services such as annual accounts, self-assessment returns etc… that for any reason are not prepared, there is no separate identifiable amount that would be refunded.

For example, if you decide to terminate our services part way through a year before annual accounts have been prepared, there would be no refundable amount due.

If you wanted us to complete the financial accounts for that year, then we would agree to either continue the package (subscription) until the year end or the prior year accounts are completed, or we would agree a one-off final invoice to cover that separate engagement.

If you register with us and we find that there is outstanding work due for previous periods then we would discuss and agree with you, a one off fee for that backdated work to bring your affairs up to date.

For example, if you engaged us on 1st April 2023 and your annual accounts for year ended 31st March 2023 hadn’t been prepared or completed, then this would be a previous period.

From time to time, we will increase fees to keep up with inflation and rising costs. We will notify you of any fee increases at least 14 days in advance. Generally, we will look to review our package (subscription) fees at set renewal dates each year. E.g. A new fixed fee will be agreed at your renewal date, for the package (subscription) fees covering the next year.

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

For engagements which aren’t part of a monthly package, our usual process is to agree a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment.

Where a fixed fee has not been agreed in advance, you agree that fees will be calculated on an hourly rate. The rate of which will depend on the level of skill, responsibility and the importance and value of the advice that we provide, as well as the level of risk. Where possible, this hourly rate will be agreed in advance.

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

In the event that this firm cease to act in relation your company’s affairs you agree to meet all reasonable costs of providing information to the company’s new advisors. In particular you agree to meet these costs where we are required by law to provide information to a successor firm.

We may bill monthly, quarterly, annually or on an ad hoc basis and our invoices are due for payment 30 days from the invoice date. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate.

Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.

It is our normal practice to ask clients to pay by monthly direct debit and to periodically adjust the monthly payment by reference to actual billings. Monthly package (subscription) fees are not refundable in any circumstance.

We reserve the right to charge interest on late paid invoices at the rate of 5% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.

If you do not accept that an invoiced fee is fair and reasonable you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.

If a client company, trust or other entity is unable or unwilling to settle our fees we reserve the right to seek payment from the individual (or parent company) giving us instructions on behalf of the client and we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you.

We are not currently registered for VAT so no VAT will be charged on invoices. If at some point in the future, we are required or choose to register for VAT, we will endeavour to inform clients well in advance of the changes and how it will affect their fees. This is to enable clients who will be negatively impacted by the additional costs of VAT a chance to consider our engagement at the next fee renewal.

General
We will observe the professional rules and practice guidelines of the Institute of Chartered Accountants in England and Wales and accept instructions to act for you on the basis that we act in accordance with those guidelines.

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

You agree to be auto-enrolled into our marketing material which may include phone calls, emails and letters regarding our products and services from time to time. We will never provide your personal information to third parties for marketing purposes or other purposes without your consent.

Intellectual property rights
We will retain all copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.

Lien
We reserve the right, subject to any applicable law or professional guidelines, to exercise a lien over all funds, documents or other records in our possession which relate to any work carried out by ourselves until all outstanding fees have been paid in full.

Limitation of liability
We have agreed that in relation to any claim made by yourself or your company against us, whether such claim be in respect of contract, tort or otherwise, the maximum total liability of such claim shall not exceed the fee charged. We have further agreed that no claim shall be brought by you against any of our directors or employees on a personal basis.

Money laundering Regulations 2007 and Proceeds of Crime Act 2002
As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or to make searches of appropriate databases.

We have a statutory obligation under the above legislation to report to the Serious Organised Crime Agency (SOCA) any reasonable knowledge or suspicion of money laundering. Any such report must be made in the strictest confidence.
In fulfilment of our legal obligations, neither the firm’s principals nor staff may enter into any correspondence or discussions with you regarding such matters.

Professional rules
Our firm is governed by the Bye-laws, regulations, and the Code of Ethics of the Institute of Chartered Accountants in England and Wales. Our terms of engagement with your business are based on the fact that we shall, at all times, act in accordance with such Bye-laws, regulations and Code of Ethics. The Institute’s Code of Ethics can be found at www.icaew.com/regulation.

All of the above reference materials are in English.

Retention of records
During the course of our work, we shall request documentation and other information from you. At the conclusion of our work, we shall return to you the originals of any documentation that you have given to us. You should ensure that this documentation is retained for the period required by statute or other regulations.

Due to our limited storage space, any records which we hold for you which we no longer require will be securely destroyed if you fail to collect these when advised they are ready for collection.

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

Tax planning
Tax planning may be provided on an ad-hoc basis. We do not guarantee that we will undertake any tax planning for clients. No responsibility for the tax liabilities of clients will be taken by the company, or for any missed tax planning opportunities.

We do not provide any specialist tax planning services, nor do we introduce to, or recommend any tax avoidance or tax mitigation schemes.

The Provision of Services Regulations 2009
In accordance with the disclosure requirements of the Provision of Services Regulations 2009, we confirm that our professional indemnity insurer is XL Catlin Insurance Company UK Limited, 20 Gracechurch Street, London, EC3V 0BG. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States of America or Canada.

Termination
This agreement may be terminated by either party by the giving of 10 days’ notice in writing to the other party, provided that this agreement may be terminated with immediate effect should you fail to cooperate with us in carrying out our work or if we are of the opinion that you have been in breach of any laws or regulations, including the provision by you of misleading information to HM Revenue & Customs.

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

Your Responsibilities
You are legally responsible for; ensuring that all returns are correct and complete; filing any returns by the due date; and making payment of tax on time. Failure to do this may lead to automatic penalties, surcharges and/or interest.

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

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, charges, allowances and capital transactions; to provide full information necessary for dealing with your affairs: we will rely on the information and documents being true, correct and complete and will not audit the information or those documents; 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, we will advise you of when the information required to prepare your tax return should be provided.

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

You will forward to us, or inform us of all HM Revenue & Customs correspondence received.

For the avoidance of doubt, all services for which we have not issued a service agreement for, or that are not included within your engagement continue to be your responsibility.

Please note that we cannot offer any assurance as to the accuracy or completeness of your accounts or tax liabilities.