ENGAGEMENT LETTER AND TERMS OF BUSINESS

Dear Client,

We are required by the Institute of Financial Accountants to periodically review and if necessary update our terms of engagement. This letter and the attached schedule of services together with our terms of business explains the basis on which we are to provide services as your accountants, tax agent and adviser, and sets out your and our respective responsibilities.

Andy Middler and Lynsey Middler will be the directors responsible for this engagement.

1. SCOPE OF SERVICES
1.1. The preceding quote lists out the work which you have instructed us to carry out, the details of which are contained in the attached schedules. These state your and our responsibilities in relation to the work to be carried out. Only the services which are listed in the preceding quote are included within the scope of our instructions. If there is additional work that you wish us to
carry out which is not listed in the quote, please let us know and we will discuss with you whether they can be included in the scope of our work and a new quote will be issued accordingly.
1.2. The following schedules of services and our terms of business are attached to this engagement letter and should be read in conjunction with it.

Schedule 1 Personal Taxation services
Schedule 2 Preparation of statutory Limited Company financial statements in compliance with the Companies Act 2006
Schedule 3 Limited Company taxation services
Schedule 4 Preparation of your sole trader business accounts
Schedule 5 VAT, Bookkeeping and management accounts services
Schedule 6 Payroll Services


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

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

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

2.4. We need you to consider the extent of our liability to you in respect of the professional services described within this engagement letter (the professional services). We propose that, having considered both your circumstances and our own, that an amount equal to four times the VAT exclusive fees paid by to us, during the preceding twelve months, represents a fair maximum limit to our liability. By accepting your quote and this subsequent letter of  engagement and terms of business you confirm your agreement to limit.

2.5. We confirm that the limit in respect of our total liability will not apply to any acts, omissions or representations that are in any way criminal, dishonest or fraudulent on the part of the firm, its directors or employees.


3. AGREEMENT OF TERMS

3.1. This engagement will start upon the signing of this agreement and its terms will apply to all previous work that we have carried out on your behalf.

3.2. This letter supersedes any previous engagement letter and once agreed will remain effective from the date of signature until it is replaced. You or we may agree to vary or terminate our authority to act on your behalf at any time without penalty. Notice of variation or termination must be given in writing.

3.3. Please confirm your agreement to the terms of this letter and the attached terms of business by signing the preceding quote.

3.4. If this letter and the attached terms of business are not in accordance with your understanding of our terms of appointment, please let us know.

Yours sincerely

Andy Middler AFA/MIPA, Director

For and on behalf of Middlers Ltd

Terms of business as at 25th May 2018

The following terms of business apply to all engagements accepted by Middlers Ltd trading as Middlers your digital accountants. All work is carried out under these terms except where changes are expressly agreed in writing.

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

2. Client identification
2.1. As with with other professional services firms, we are required to establish positive identification of our clients, under the UK anti-money laundering legislation (the Money Laundering Regulations 2007). We will request from you, and retain for a period of five years after the conclusion of our business with you, such information and documentation as we require for these purposes and/or make searches of appropriate electronic databases. We regret that this law applies even if you have already been our client for some years. As one of the requirements of the Money Laundering Regulations we will require you to produce evidence of identity, such as a passport, and evidence of residence. It may be appropriate under the Regulations to seek renewal of these documents from time to time. We are supervised under the above Regulations by the Institute of
Financial Accountants. In accordance with the Proceeds of Crime Act 2002 and Money Laundering Regulations 2007 you agree to waive your right to confidentiality to the extent of any report made, document provided or information disclosed to the Serious Organised Crime Agency (SOCA). In signing your copy of this Engagement Letter, you also acknowledge that we are required to report directly to SOCA, without prior or subsequent reference to you or your representatives, if during the course of undertaking any assignment the person undertaking the role of Money Laundering Reporting Officer for this firm becomes suspicious of possible money laundering. Under the provisions of the Proceeds of Crime Act 2002, you will not be informed if or when such a step has been taken.

3. Client money
3.1. We may, from time to time, hold money on your behalf. All client monies will be held in non-interest-bearing account, which is segregated from the firm’s funds. The account will be operated, and all funds dealt with, in accordance with the Clients’ Money Regulations of the Institute of Financial Accountants.

3.2. We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed and the client to whom they relate has remained untraced for five years or we as a firm cease to practise then we may pay those monies to a registered charity.

4. Commissions or other benefits
4.1. In some circumstances, we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you. Where this happens, we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. The same will apply where the payment is made to or the transactions are arranged by a person or business connected with ours. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits.

5. Complaints
5.1. We are committed to providing you with a high-quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service please contact Andy Middler. We agree to consider any complaint carefully and promptly and do everything reasonable to put it right.

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

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

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

7.2. If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. We reserve the right to provide services for other clients whose interests are not the same as yours or are adverse to yours subject of course to the obligations of confidentiality referred to above.

8. Data protection
8.1. To enable us to discharge the services agreed in this engagement letter, comply with related legal and regulatory obligations and for other related purposes including updating and enhancing client records and analysis for management purposes, as a data controller, we may obtain, use, process and disclose personal data about you / your business / company / partnership / its shareholders / members / officers and employees as described in our privacy notice. We confirm when processing data on your behalf that we will comply with the provisions of all relevant data protection legislation and regulation.

8.2. You are also an independent controller responsible for complying with data protection legislation and regulation in respect of the personal data you process and, accordingly where you disclose personal data to us you confirm that such disclosure is fair and lawful and otherwise does not contravene relevant requirements. Nothing within this engagement letter relieves you as a data controller of your own direct responsibilities and liabilities under data protection legislation and regulation.

8.3. Data protection legislation and regulation places obligations on you as a data controller where we act as a data processor to undertake the processing of personal data on your behalf, for instance where we operate a payroll service for you. We therefore confirm that we will at all times take appropriate measures to comply with relevant requirements when processing data on your behalf. In particular we confirm that we have adequate security measures in place and that we will comply with any obligations equivalent to those placed on you as a data controller.

8.4. Our privacy notice, which can be found on our website https://middlers.co.uk/privacy explains how we process personal data in
respect of the various services that we provide.

9. Disengagement
9.1. Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. Should we have no contact with you for a period of 6 months or more we may issue to your last known address a disengagement letter and hence cease to act.

10. Electronic and other communication
10.1. Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.

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

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

11. Fees and payment terms
11.1. Middlers Ltd operates a Monthly Service Agreement, collected on a monthly basis by Direct Debit which includes the services listed in the preceding quote.

11.2. The Monthly Service Agreement (“the Agreement”) lists the services (the Services”) that you have agreed we will provide for you for the period identified by the agreement. No additional charges will arise for Services without your prior approval. Charges may arise for additional services provided outside of the Agreement but not without your prior approval, a new quote will always be issued where you request additional services. Charges for the Services will accrue evenly throughout the period of the Agreement and will be payable by you on a monthly basis. Should either party choose to terminate the Agreement during the period of the Agreement then one month’s notice of termination must be given in writing. Since charges accrue evenly throughout the period of the Agreement, no adjustments shall be made on termination (however that occurs) for the
Services provided or not yet provided.

11.3. Charges for additional non recurring services will be billed as a one off Invoice. All invoices are payable on presentation. 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.

11.4. Where proper accounting records have not been maintained or where information has not been provided to us before our latest date per the service schedules, we reserve the right to increase our fee to cover the additional time cost incurred by us or to raise a one off invoice as outlined in the service schedules.

11.5. We reserve the right to charge the following flat fees for additional work incurred outside the scope of the standard service:

  • Overdrawn Directors Loan Account at Limited Company Year End – £150+VAT for the additional calculations required, supplementary CT600 sections and additional notes to the accounts disclosures
  • Bounced Direct Debit – £15 per failed collection for the additional time to reinstate the authority and to cover our supplier charges.
  • Late submission of records (see schedules for expected delivery of records for each service) – £50+VAT for the restructuring of the office workflow

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

11.7. If you do not accept that an invoiced fee is fair and reasonable you must notify us within 7 days of receipt, failing which you will be deemed to have accepted that payment is due.

11.8. 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, directors, 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.

11.9. As stated in 11.2 our charges accrue evenly throughout the period of the agreement and therefore no adjustment are made upon termination. If a limited company ceases to trade mid year and therefore requires cessation accounts made up to a period shorter than its standard 12 month year end date there will be a minimum charge of 8 months’ fees For this work to be carried out. E.g. Company with a December 2020 year end ceases trade and winds up 30 April 2020, monthly fees will have been paid for 4 months so a further 4 months fees will be due to complete the filing requirement for that period to close the company.

11.10. We reserve the right to increase your monthly service agreement fee for any reason. We will however always agree any changes to your monthly service fee 1 month in advance of the new fees and send you a new quote and up to date engagement letter and terms of business for your approval prior to collecting any new fees.

12. Implementation
12.1. We will only assist with implementation of our advice if specifically instructed and agreed in writing.

13. Intellectual property rights
13.1. 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.

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

15. Internal disputes within a client
15.1. If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, it should be noted that our client is the business and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the registered office/normal place of business for the attention of the directors/proprietors. If conflicting advice, information or instructions are received from different directors/principals in the business we will refer the matter back to the board of directors/the partnership and take no further action until the
board/partnership has agreed the action to be taken.

16. Investment advice
16.1. Investment business is regulated by the Financial Services and markets Act 2000. If during the provision of professional services to you, you need advice on investments including insurances, we may have to refer you to someone who is authorised by the Financial Services Authority as we are not.

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

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

19. Period of engagement and termination
19.1. Unless otherwise agreed in our engagement letter, our work will begin when we receive implicit or explicit acceptance of that letter. Except as stated in that letter we will not be responsible for periods before that date.

19.2. Each of us may terminate our agreement by giving not less than 21 days notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have provided us or HMRC with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.

19.3. In the event of termination of our 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.

20. Professional rules and statutory obligations
20.1. We will observe and act in accordance with the bye-laws, regulations and code of ethics of the Institute of Financial Accountants and will accept instructions to act for you on this basis. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

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

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

23. Retention of papers
23.1. You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we may collect information from you and others relevant to your tax and financial affairs. We will return any original documents to you, if requested. Documents and records relevant to your tax affairs are required by law to be retained for a certain period of time, please refer to the Gov.uk website for up to date periods.

23.2. Whilst certain documents may legally belong to you, we may destroy correspondence and other papers that we store electronically or otherwise that are more than seven years old, except documents we think may be of continuing significance. You must tell us if you wish us to keep any document for any longer period.

24. Ownership of online bookkeeping data
24.1. As the subscriber to online bookkeeping systems provided to you such as Xero we as a firm are the legal owners of the data as per the terms of the bookkeeping system provider. As such we reserve the right to hold onto this data, and remove your access to it upon cessation of service to you and your company. If you wish the data and system subscription to be transferred to yourself or a third party, there will be a one off charge of £200+VAT. This fee acts as a reimbursement for the systems, efficiencies, automations etc. that were developed by ourselves that will then benefit the next subscriber to the data.

25. The Provision of Services Regulations 2009
25.1. Our professional indemnity insurer is Hiscox Underwriting Ltd of 1 Great St. Helen’s, London, EC3A 6HX. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States or Canada.

25.2. Complaints – If you are dissatisfied with any of the services we have provided to you, please contact either director Andy Middler or Lynsey Middler. They will try to resolve matters to your satisfaction. It is important that we receive feedback, good or bad, to enable our service to you to continually improve. This procedure does not affect in any way your right to contact the Institute of Financial Accountants if you remain dissatisfied with the outcome of our complaints procedure. The Institute of Financial Accountants, [email protected], Tel: 01732 467121

25.3. Middlers Ltd is a company registered in England No. 08494262. Vat Registration number 210620176

SCHEDULE 1 – PERSONAL TAXATION SERVICES

This schedule should be read in conjunction with the engagement letter and the terms and conditions of business.

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

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 on your behalf.

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

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

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

Ad hoc and advisory work

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

  • Advising on ad hoc transactions, preparing additional supplementary pages to your tax return and calculating any related liabilities;
  • Dealing with any enquiry opened into your tax return by HMRC;
  • Preparing any amended returns which may be required and corresponding with HMRC as necessary; and
  • Advising on the rules relating to and assisting with VAT registration.

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

Tax Credits

8. We do not provide advice or deal with Tax Credits. Tax credits are, in effect, a social security benefit. Your entitlement or otherwise will depend not only on your own circumstances but also those of your household, we therefore would not hold all relevant information to advise in this regard.

Changes in the law
9. 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.

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

Your responsibilities
11. You are legally responsible for:
a) Ensuring that your self assessment tax returns are correct and complete;
b) Ensuring any returns are filed by the due date; and
c) Making payment of tax on time.

Failure to do this may lead to automatic penalties, surcharges and/or interest.
Taxpayers who sign their returns cannot delegate this legal responsibility to others. You agree to check that returns that we have prepared for you are complete before you approve and sign them.

12. To enable us to carry out our work you agree:
a) That all returns are to be made based on full disclosure of all sources of income, charges, allowances and capital transactions;
b) To provide full information necessary for dealing with your affairs: we will rely on the information and documents being true, correct and complete and will not audit the information or those documents;
c) To authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs; and
d) To provide us with information in sufficient time for your tax return to be completed and submitted by the due date following the end of the tax year. In order that we can do this, we need to receive all relevant information by 30th September each year. Where feasible we may agree to complete your return within a shorter period but may charge an additional fee for so doing.

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

14. You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC in time to enable us to deal with them as may be necessary within the statutory time limits. Although HMRC have the authority to  communicate with us when form 64‐8 has been signed and submitted it is essential that you let us have copies of any correspondence received because HMRC are not obliged to send us copies of all communications issued to you.

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

16. Our services as set out above are subject to the limitations on our liability set out in the engagement letter and in paragraph 18 of our standard terms and conditions of business. These are important provisions which you should read and consider carefully.

If we also act for your spouse or partner

17. We shall advise you and your spouse/partner on the basis that you are a family unit. You both agree that in all matters relating to yours 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. If you wish to make any change to these  arrangements at any time, please let us know.

18. 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 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.

SCHEDULE 2 – PREPARATION OF STATUTORY LIMITED COMPANY FINANCIAL STATEMENTS IN COMPLIANCE WITH THE COMPANIES ACT 2006

This schedule should be read in conjunction with the engagement letter and the terms and conditions of business.

RESPONSIBILITIES AND SCOPE FOR FINANCIAL STATEMENTS PREPARATION SERVICES
1. Your responsibilities as director(s)

1.1 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.

1.2 In preparing the financial statements, you are required to:

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

1.3 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 United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice and with the Companies Act 2006 and give a true and fair view.

1.4 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.

1.5 If audit exemption is being taken, 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 or 480 of the Companies Act 2006, and for deciding whether the exemption cannot be claimed that year.

1.6 You are responsible for ensuring that the company complies with laws and regulations that apply to its activities, and for preventing non-compliance and detecting any that occurs.

1.7 You have undertaken to make available to us, as and when required, all the company’s accounting records and related financial information, including minutes of management, shareholders and directors meetings, that we need to do our work.

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

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

2. Our responsibilities as accountants
2.1 You have asked us to help you prepare the financial statements in accordance with the requirements of the Companies Act 2006, to enable profits to be calculated to meet the requirements of current tax legislation and that 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 that you give us.

2.2 We shall 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 such as audits or reviews. Where an assurance or agreed upon procedures engagement is to be undertaken, then the full details of what is to be undertaken and the result of that work needs to be agreed in writing.

2.3 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 of this.

2.4 Our work will not be an audit of the financial statements in accordance with International Standards of Auditing (UK and Ireland). 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 nor to identify weaknesses in internal controls.

2.5 Since we will not carry out an audit, nor 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.

2.6 We will advise you on whether your records are adequate for preparation of the financial statements and recommend improvements.

2.7 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 an accounting policy and will be referred to in our accountants’ report. We will not compile financial statements where the accounting principles, or the accounting policies selected by management are inappropriate.

2.8 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, should we become aware, for any reason, that the financial statements may be misleading, we will discuss the matter with you with a view to agreeing appropriate adjustments and/or disclosures in the financial statements. In circumstances where adjustments and/or disclosures that we consider appropriate are not made or where we are
not provided with appropriate information, and as a result we consider that the financial statements are misleading, we will withdraw from the engagement.

2.9 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.

3. Form of the accountants’ report.
3.1 The accountants’ report helps users derive comfort from the involvement of accountants who are subject to the ethical and other guidance issued by their accounting body in relation to the preparation of the financial information or statements. It also helps prevent users from deriving unwarranted assurance from the financial information or statements where no audit or assurance work has been performed and no opinion is expressed by the accountants.

3.2 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.

4. Timing of accounts preparation
4.1 We ask that you provide us with your accounting records as soon as possible after your accounting year end. Your tax return will be based upon the figures shown in your accounts, to enable us to prepare your tax return before any applicable deadline; it is in your interest to provide us with your accounting records promptly.

4.2 We will endeavour to prepare you accounts promptly once you have provided your accounting records to us. If you wish us to prepare your accounts by a certain date please discuss this with the Middlers manager who usually deals with your affairs. Please help us to prepare your accounts quickly and efficiently by answering any questions that may arise and by providing any missing information promptly.

5. Company secretarial
5.1 A private company is required to file its financial statements at Companies House within nine months of the year end. The company will be liable to a fine if it fails to do so. We accept no responsibility for fines or regulatory action taken against the directors where the statutory financial statements are not available for filing.

5.2 We have agreed to act as your agent, and to; submit the financial statements to the Registrar of Companies, complete and submit the company’s confirmation statement, complete and submit any other forms which are required by law to be filed at Companies House, provided that you keep us fully informed of any relevant changes or events which are required to be notified to
Companies House, within one week of the change or event and maintain the statutory books.

SCHEDULE 3 – LIMITED COMPANY TAXATION SERVICES
This schedule should be read in conjunction with the engagement letter and the terms and conditions of business.

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

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

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

4. We will prepare the company’s corporate tax (CT600) return. After obtaining the approval and signature of an authorised nominated director, 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. If appropriate, we will initiate repayment claims when tax has been overpaid. We will advise on the interest and penalty implications if corporation tax is paid late.

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

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

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

  • a. Advising you when corporation tax is due on loans by the company to directors or shareholders or their associates, and
    calculating the payments due or the amount repayable when the loans are repaid; and
  • b. Dealing with any enquiry opened into the company’s tax return by HMRC;
  • c. Preparing any amended returns which may be required and corresponding with HMRC as necessary.

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

Changes in the law
11. 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.

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

Your responsibilities
13. The Directors, on behalf of the company, are legally responsible for:

  • Ensuring that the CT600 return is correct and complete;
  • Ensure any returns are filed by the due date; and
  • Making payment of tax on time.

Failure to do this may lead to automatic penalties, surcharges and/or interest. The signatory to the return cannot delegate this legal responsibility to others. The signatory agrees to check that returns we have prepared for the company are complete before he/she approves and signs them.

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

  • To provide us with approved accounts for the company.
  • 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 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 with information in sufficient time for the company’s CT600 return to be completed and submitted by the due date following the end of the tax year. In order that we can do this we need to receive all relevant information within 5 months of your accounting reference date. Where feasible we may agree to complete your return within a shorter period but may charge an additional fee for so doing;
  • 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 at the latest within three months of the end of the relevant accounting period.

15. The Directors will keep us informed of material changes in circumstances that could affect the tax liabilities of the company. If the Directors are unsure whether the change is material or not please let us know so that we can assess its significance.
16. You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC in time to enable us to deal with them as may be necessary within the statutory time limits. Although HMRC have the authority to communicate with us when form 64-8 has been signed and submitted it is essential that you let us have copies of any correspondence received because HMRC are not obliged to send us copies of all communications issued to you.

17. The work carried out within this engagement will be in respect of the company’s tax affairs. Any work to be carried out for the directors on a personal basis will be set out in a separate letter of engagement.

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

19. Our services as set out above are subject to the limitations on our liability set out in the engagement letter and in paragraph 18 of our standard terms and conditions. These are important provisions which you should read and consider carefully.

SCHEDULE 4 – PREPARATION OF YOUR SOLE TRADER BUSINESS ACCOUNTS

This schedule should be read in conjunction with the engagement letter and the terms and conditions of business.
1 Your responsibility for the preparation of your business accounts
1.1 You have undertaken to make available to us, as and when required, all the accounting records and related financial information, which we need to do our work. You will provide us with all information and explanations relevant to the purpose and compilation of the accounts, and you will disclose to us all relevant information in full.

1.2 You are responsible for ensuring that, to the best of your knowledge and belief, financial information, whether used by the business or for the accounts, 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.

1.3 You will approve and sign the accounts to acknowledge responsibility for them, including the appropriateness of the accounting basis and for providing us with all information and explanations necessary for their compilation.

1.4 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 for detecting any that occurs.

2 Our responsibilities as accountants
2.1 You have asked us to help you prepare the accounts which comply with United Kingdom Accounting Standards United Kingdom Generally accepted Accounting Practice (UKGAAP] to enable profits to be calculated to meet the requirements of current tax legislation and that provide sufficient and relevant information to complete a tax return. We will compile the accounts for your approval based on the accounting records that you maintain and the information and explanations that you give us.

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

2.3 Our work will not be an audit of the accounts in accordance with International Standards of Auditing (UK and Ireland). So we will not be able to provide any assurance that the accounting records or the accounts are free from material misstatement, whether caused by fraud, other irregularities or error nor to identify weaknesses in internal controls.

2.4 Since we will not carry out an audit, nor confirm in any way the accuracy or reasonableness of the accounting records, we cannot provide any assurance whether the accounts that we prepare from those records will present a true and fair view.

2.5 We will advise you on whether your records are adequate for preparation of the accounts and recommend improvements.

2.6 We have a professional duty to compile accounts that conform with generally accepted accounting principles from the accounting records and information and explanations given to us.

2.7 We also have a professional responsibility not to allow our name to be associated with financial information/accounts which we believe may be misleading. Therefore, although we are not required to search for such matters, should we become aware, for any reason, that the accounts may be misleading, we will discuss the matter with you with a view to agreeing appropriate adjustments and/or disclosures in the accounts. In circumstances where adjustments and/or disclosures that we consider appropriate are not made or where we are not provided with appropriate information, and as a result we consider that the accounts are misleading, we will withdraw from the engagement.

2.8 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.

3. Form of the accountants’ report.
3.1. The accountants’ report helps users derive comfort from the involvement of accountants who are subject to the ethical and other guidance issued by their accounting body in relation to the preparation of the financial information or statements. It also helps prevent users from deriving unwarranted assurance from the financial information or statements where no audit or
assurance work has been performed and no opinion is expressed by the accountants.

3.2. 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 accounts 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.

4. Form of accounts
4.1. We will prepare your accounts in a format appropriate to the size/type of your business and the adequacy of the accounting records maintained by you. For some businesses, accounts may consist of a simple income and expenditure account showing a profit or loss for the accounting period. Alternatively, if the size/type of business is appropriate and the accounting records are
maintained to a sufficient standard, then the accounts may consist of a profit and loss account and balance sheet.

5. Timing of accounts preparation
5.1. We ask that you provide us with your accounting records within 5 months of your accounting year end. Your tax return will be based upon the figures shown in your accounts, to enable us to prepare your tax return before any applicable deadline; it is in your interest to provide us with your accounting records promptly.

5.2. We will endeavour to prepare you accounts promptly once you have provided your accounting records to us. If you wish us to prepare your accounts by a certain date please discuss this with the Middlers manager who usually deals with your affairs.

5.3. Please help us to prepare your accounts quickly and efficiently by answering any questions that may arise and by providing any missing information promptly.

SCHEDULE 5 – VAT, BOOKEEPING AND MANAGEMENT SERVICES

This schedule should be read in conjunction with the engagement letter and the terms and conditions of business.

SCHEDULE 1, PART 1 – VAT RETURNS
1. Instructions to act

1.1 Not all clients signing this engagement letter pack will require us to assisting with their VAT returns; it may be for instance that they are not VAT registered or that they only require us to provide a bookkeeping or management accounting service.

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

1.3 Where you are VAT registered and you have asked us to assist you with the preparation of your VAT returns then we will have agreed with you a fee for that service in writing. If our quotation for services includes preparation and submission of VAT returns then your acceptance to the quote will represent instructions for us to provide a VAT return service, in which case the following shall apply:

2. Recurring compliance work
2.1 We will prepare/review your monthly/quarterly/annual VAT returns and if applicable Intrastat returns/EC Sales lists on the basis of the information and explanations supplied by you.

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

2.3 Where appropriate we will calculate the partial exemption annual adjustment.

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

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

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

  • Reviewing and advising a suitable partial exemption method to use in preparing the return;
  • Dealing with all communications relating to your VAT returns [Intrastat returns/EC Sales List returns] addressed to us by
    HMRC or passed to us by you;
  • Making recommendations to you about the use of cash accounting, annual accounting, flat rate and other suitable methods
    of accounting for VAT; and
  • Providing you with advice on VAT [Excise Duty/Customs Duty/Landfill Tax/Insurance Premium Tax/Aggregates Levy/Climate Change Levy] as and when requested. Where the advice is provided in writing, the information provided and the query raised will be set out with our response to you

3.2 Where specialist advice is required in certain areas we may need to seek this from or refer you to appropriate specialists

4. Changes in the law
4.1 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 or your circumstances.

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

5. Your responsibilities
5.1 You are legally responsible for:

  • Ensuring that your returns are correct and complete;
  • Ensuring any returns are filed by the due date; and
  • Making payment of tax on time.

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

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

5.4. 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. The VAT returns are prepared/reviewed solely on the basis of the information provided by you and we accept no responsibility for any VAT liabilities arising due to inaccuracies or omissions in the information you provide which may lead to a misdeclaration on which penalties and interest may arise;
  • That we can approach such third parties as may be appropriate for information we consider necessary to deal with the VAT returns; and
  • To provide us with all the records relevant to the preparation of your monthly/quarterly VAT returns as soon as possible after the return period ends. We would ordinarily need a minimum of 14 working days before submission to complete our work. If the records are provided later or are incomplete or unclear thereby delaying the preparation/review and submission of the VAT return, we accept no responsibility for any “default surcharge” penalty that may arise. Where feasible we may agree to complete your return within a shorter period but may charge an additional fee for so doing.

5.5. 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 let us know so that we can assess its significance.

5.6. You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC in time to enable us to deal with them as may be necessary within the statutory time limits. AlthoughHMRC have the authority to communicate with us when form 64-8 has been signed and submitted it is essential that you let us have copies of any correspondence received because HMRC are not obliged to send us copies of all communications issued to you.

5.7. You are responsible for bringing to our attention any errors, omissions or inaccuracies in your VAT returns which you become aware of after the returns have been submitted in order that we may assist you to make a voluntary disclosure.

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

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

5.10. Our services as set out above are subject to the limitations on our liability set out in the engagement letter and in paragraph 18 of our standard terms and conditions. These are important provisions which you should read and consider carefully.

SCHEDULE 1, PART 2 – BOOKKEEPING
1 Instructions to act
1.1 Not all clients signing this engagement letter pack will require us to assist with their  bookkeeping, it may be for instance that they prepare their own bookkeeping and only require us to assist with their VAT return or prepare management accounting service.

1.2 Where you have asked us to assist with your bookkeeping and we will have agreed with you a fee for that service in writing. If our quotation for services includes bookkeeping services then your acceptance to the quote will represent instructions for us to provide a bookkeeping service, in which case the following shall apply:

2 Your responsibilities for the provision of information
2.1 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 accounting records, and you will disclose to us all relevant information in full.

2.2 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, and for safeguarding the assets of the business and for taking reasonable steps to prevent and detect fraud and other irregularities.

3 Our responsibilities
3.1 We have agreed to carry out the following accounting and other services on your behalf:

  • Write up the accounting records of the business to our bookkeeping system;
  • Cross reference paperwork where necessary
  • Reconcile all bank, loan, control accounts on an ongoing basis where applicable
  • Complete the postings to the nominal ledger.

4 Your responsibilities
4.1 At the outset of a bookkeeping engagement we will agree with you what prime records you will need to keep and when you need to provide those records to us.

4.2 You have agreed that you or your staff will:

  • Keep an adequate record of all receipts and payments, whether credit card, bank or cash.
  • Keep and supply to us all bank and credit card statements, written up cheque stubs and paying in books.
  • Provide us with all sales invoices and all purchase invoices. These should be marked clearly as whether paid or unpaid and where paid the payment method (bank, cash, credit card).
  • Raise you sales invoices and perform credit control.
  • Reconcile your petty cash account on a weekly basis and provide us with a copy of the reconciliation.
  • If appropriate, reconcile your till at the end of each day and provide us with a copy of the reconciliation and supporting till readings.
  • If appropriate prepare details of the annual stocktaking, suitably priced and extended in a form which will enable us to verify the prices readily by reference to suppliers’ invoices or provide us with a copy of the valuation report produced by your independent stock takers.
  • Prepare details of work-in-progress at the accounting date and make available to us the documents and other information from which the statement is compiled.
  • You must provide us with your business records and answers to any questions we have in relation to your bookkeeping, in a timely and efficient manner.

5 Our services as set out above are subject to the limitations on our liability set out in the engagement letter and in paragraph 18 of our standard terms and conditions. These are important provisions which you should read and consider carefully.

SCHEDULE 1, PART 3 – MANAGEMENT ACCOUNTS
1 Instructions to act
1.1 Not all clients signing this engagement letter pack will require us to prepare management accounts; it may be for instance that they only require us to assist with their VAT return and/or bookkeeping.

1.2 Where you have asked us to prepare management accounts we will have agreed with you a fee for that service in writing. If our quotation for services includes preparation and submission of Management accounts then your acceptance to the quote will represent instructions for us to provide a management accounts service, in which case the following shall apply:

2 Your responsibility for the provision of information
2.1 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 accounting records, and you will disclose to us all relevant information in full.

2.2 Where we have also prepared your bookkeeping then we will use that data as a basis for the preparation of your management accounts. If you have prepared your own bookkeeping then you agree to provide to us your accounting records in the agreed format, and we will have agreed with you in writing the stage of completion to which your bookkeeping should be, for example bank reconciled or not reconciled.

2.3 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, and for safeguarding the assets of the business and for taking reasonable steps to prevent and detect fraud and other irregularities.

2.4 You will approve and sign the management accounts to acknowledge responsibility for them, including the appropriateness of the accounting basis and for providing us with all information and explanations necessary for their compilation.

2.5 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 for detecting any that occurs.

3 Our responsibilities
3.1 We have agreed to carry out the following accounting and other services on your behalf:

  • Prepare management accounts in an agreed format for your approval from the bookkeeping and accounting records supplied to us.
  • We shall plan our work on the basis that no report on the accounts is required by statute or regulation for the year, unless you inform us in writing to the contrary. We will make enquiries of you and if appropriate your employees and undertake any procedures that we judge appropriate, but we are under no obligation to perform procedures that may be required for assurance engagements such as audits or reviews.
  • Our work will not be an audit of the accounts in accordance with International Standards of Auditing (UK and Ireland). So we will not be able to provide any assurance that the accounting records or the accounts are free from material misstatement, whether caused by fraud, other irregularities or error nor to identify weaknesses in internal controls.
  • Since we will not carry out an audit, nor confirm in any way the accuracy or reasonableness of the accounting records, we cannot provide any assurance whether the accounts that we prepare from those records will present a true and fair view.
  • We will advise you on whether your records are adequate for preparation of the accounts and recommend improvements.
  • We have a professional duty to compile accounts that conform with generally accepted accounting principles from the accounting records and information and explanations given to us.
  • We also have a professional responsibility not to allow our name to be associated with financial information/accounts which we believe may be misleading. Therefore, although we are not required to search for such matters, should we become aware, for any reason, that the accounts may be misleading, we will discuss the matter with you with a view to agreeing appropriate adjustments and/or disclosures in the accounts. In circumstances where adjustments and/or disclosures that we consider appropriate are not made or where we are not provided with appropriate information, and as a result we consider that the accounts are misleading, we will withdraw from the engagement.
  • 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.

4 Your responsibilities
4.1 At the outset of a management accounts engagement we will agree with you what prime records you will need to keep and when you need to provide those records to us.

4.2 You have agreed that you or your staff will:

  • Keep an adequate record of all receipts and payments, whether credit card, bank or cash.
  • Keep and supply to us all bank and credit card statements, written up cheque stubs and paying in books.
  • Provide us with all sales invoices and all purchase invoices. These should be marked clearly as whether paid or unpaid and where paid the payment method (bank, cash, credit card).
  • Raise you sales invoices and perform credit control.
  • Reconcile your petty cash account on a weekly basis and provide us with a copy of the reconciliation.
  • If appropriate, reconcile your till at the end of each day and provide us with a copy of the reconciliation and supporting till readings.
  • If appropriate prepare details of the annual stocktaking, suitably priced and extended in a form which will enable us to verify the prices readily by reference to suppliers’ invoices or provide us with a copy of the valuation report produced by your independent stock takers.
  • Prepare details of work-in-progress at the accounting date and make available to us the documents and other information from which the statement is compiled.
  • You must provide us with your business records and answers to any questions we have in relation to your bookkeeping, in a timely and efficient manner.

5 Our services as set out above are subject to the limitations on our liability set out in the engagement letter and in paragraph 18 of our standard terms and conditions. These are important provisions which you should read and consider carefully.

SCHEDULE 6 – PAYROLL SERVICES
This schedule should be read in conjunction with the engagement letter and the terms and conditions of business.

Initial compliance work – existing employers joining RTI
1. We will:

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

Recurring compliance work

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

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

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

  • Payroll summary report showing the reconciliation from gross to net for each employee and all relevant payroll totals;
  • Full Payment Submission (FPS) for taxable pay and payrolled benefits for each employee;
  • A payslip for each employee unless not required;
  • A P45 for each leaver; and
  • A report showing your PAYE and NIC liability and due date for payment.

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

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

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

7. At the end of the payroll year we will:

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

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

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

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

  • Dealing with any compliance check or enquiry by HMRC into the payroll returns;
  • Preparing any amended returns for periods before you report in real time, which may be required, and corresponding with HMRC as necessary;
  • Preparing and submitting correcting EPSs for earlier years;
  • Preparing and submitting an Earlier Year Update (EYU) to correct, after 19 April, any of the year to date totals submitted in your end of year FPS for a previous tax year, in respect of years after you started to send information in real time.

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

Changes in the law
12. 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.

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

Your responsibilities

14. You are legally responsible for:

  • Ensuring that the data in your payroll submissions is correct and complete;
  • Making any submissions by the due date; and
  • Making payment of tax and NIC on time.

Failure to do this may lead to automatic penalties, surcharges and/or interest.
Employers cannot delegate this legal responsibility to others. You agree to check that  submissions that we have prepared for you are correct and complete before you approve them.

15. To enable us to carry out our work you agree:
a) That all information required to be delivered online is submitted on the basis of full disclosure;
b) To provide full information necessary for dealing with your payroll affairs: we will rely on the information and documents being true, correct and complete and will not audit the information or those documents;
c) To agree with us the names of the persons authorised by you to notify us of changes in employees and in rates of pay. We will process the changes only if notified by that/those individuals;
d) To advise us in writing of changes of payroll pay dates;
e) To notify us at least 5 working days prior to the payroll pay date of all transactions or events which may need to be
reflected in the payroll for the period, including details of:

  • all new employees (including full names, address, date of birth, national insurance number, passport number) and details of their remuneration packages;
  • all leavers, including deaths of employees, and details of termination arrangements;
  • all changes to remuneration packages;
  • all pension scheme changes;
  • any changes to the employees’ bank accounts;
  • irregular and/or ad hoc payments and the dates to be paid;

f) To approve:

  • EAS, if required by HMRC, at least 5 working days before the due date as agreed with HMRC;
  • in-year FPS by at least 5 working days prior to payroll pay dates so that they can be submitted on or before payday, or as agreed with us;
  • in-year EPS by at least 5 working days prior to 19th of the month following the tax month;
  • final FPS (or EPS when applicable) for the year at least 5 working days prior to 19 April following the end of the tax year;
  • EYU within 5 working days; and

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

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

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

18. Our services as set out above are subject to the limitations on our liability set out in the engagement letter and in paragraph 18 of our standard terms and conditions. These are important provisions which you should read and consider carefully.


EXTENSION TO SCHEDULE 6
BENEFITS-IN-KIND – FORMS P11D, P9D, DECLARATION P11D (B) AND CLASS 1A NI
This schedule should be read in conjunction with the engagement letter and the standard terms and conditions.

Instructions to act
It is your responsibility to inform us in writing whether you have paid any benefits-in-kind to your employees. If you do pay benefits-in kind to your employees and you wish us to assist you with the preparation of the necessary returns to HMRC then you will need to specifically instruct us and we will agree with you in writing our fee for assisting with this matter. The preparation of benefit-in-kind returns is not included in the payroll fee.

Where we are instructed the following shall apply:
Recurring compliance work

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

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

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

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

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

  • Dealing with any straightforward enquiry opened into the benefits-in-kind returns by HMRC. More detailed enquiries may be the subject of a separate engagement;
  • Preparing any amended returns which may be required and corresponding with HMRC as necessary;
  • Advising on Dispensations and PAYE Settlement Agreements; and
  • Conducting PAYE and benefits health checks.

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

Changes in the law
7. 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.

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

Your responsibilities
9. You are legally responsible for:

  • Ensuring that your declaration on form P11D(b) is true to the best of your knowledge and belief and therefore that the entries on the related forms P11D and P9D are correct and complete;
  • 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 this may lead to automatic interest, penalties and/or surcharges.

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

11. To enable us to carry out our work you agree:
o That all returns are to be made on the basis of full disclosure;
o To provide full information necessary for dealing with your benefits-in-kind returns: we will rely on the information and documents being true, correct and complete and will not audit the information or those documents;
o To notify us within 10 working days after the end of the tax year of all transactions or events which may need to be reflected in the forms P11D and P9D for the period, including details of all employees during the year and details of their remuneration packages

12. If the information required to complete the benefits-in-kind returns set out above is received more than 20 working days after the end of the tax year we will still endeavour to process the information onto the benefits-in-kind returns to meet the submission date but we will not be liable for any costs or other losses arising if submission is late in these circumstances. We may charge an additional fee in such circumstances.

13. Our services as set out above are subject to the limitations on our liability set out in the engagement letter and in paragraph 18 of our standard terms and conditions. These are important provisions which you should read and consider carefully.


EXTENSION TO SCHEDULE 6
PAYROLL SERVICES – AUTO ENROLMENT

This schedule should be read in conjunction with the engagement letter and the standard terms and conditions.

Instructions to act
It is your responsibility to inform us in writing whether you wish us to assist you with the initial setup and recurring duties of Auto Enrolment and we will agree with you in writing our fee for assisting with this matter. The initial setup and recurring duties of auto enrolment are not included in the payroll fee. A one off cost for initial setup will be quoted for and an updated monthly quote for the recurring duties will be issued where applicable.

If we are not instructed by yourself to assist with the initial setup and recurring duties of auto enrolment you are legally responsible for all duties, deadlines, communications and any other tasks regarding auto enrolment as per the pensions regulator guidance. We accept no responsibilities for any fines or penalties unless instructed and an appropriate quotation has been delivered and accepted along with our updated engagement letter and terms of business.

Where we are instructed the following shall apply:
Initial set up of NEST scheme by Middlers Ltd

1. You are responsible for establishing the staging date applicable for your payroll. You will advise us if you bring forward, postpone or otherwise delay any aspect of your staging. We will assist you in establishing the staging date that applies. This is the date that you, as an employer, must start to auto enrol your workers.

2. Using the data supplied by you in order for us to prepare your payroll, we will identify those individuals who would qualify as a ‘worker’ for auto enrolment purposes and will produce a list of them. We will send you this list together with the definition of a ‘worker’ and if required and requested Pension Regulator guidance on how to assess workers earnings and if the worker is
under a UK contract. You should review this definition for any individual not included on the payroll records, and inform us of any changes.

3. We will help you to establish which category each worker falls into, whether entitled worker, eligible jobholder or non-eligible jobholder.

4. Our standard offering for a compliant scheme is the government setup NEST scheme (The National Employment Savings Trust). You are not obligated to select this scheme, it is simply the most efficient scheme for us as payroll providers to setup on your behalf. You should seek the advice of a financial adviser on a suitable pension scheme or refer to the pensions regulator for guidance on pension scheme selection. We are under no circumstances advising that you choose NEST for your auto enrolment scheme. You must make this decision yourself or seek the necessary guidance elsewhere to make the most suitable choice.

5. You are responsible for providing the required statutory information to your workers. We will assist with this duty by providing pre written letters as your company for you to review and then issue.

6. You will enrol all eligible jobholders into an eligible pension scheme on the appropriate date. We will assist you with this process. If required, we will prepare and send to you for distribution a notice for each eligible jobholder telling them that they have been or will be enrolled, and setting out what that means for them, and also detailing their right to opt out (and to opt back in again). We will send information about the eligible jobholders to the pension scheme. (For eligible jobholders who are already active members of a qualifying scheme, we will prepare a notice for you to send them giving them information about the scheme. This is the only action required for such members).

7. If required, we will prepare and send to you a notice to send to each non-eligible jobholder that sets out certain information about opting in to an automatic enrolment scheme and what this means for them. They do not need to be automatically enrolled but have the right to opt in. If the non-eligible jobholder chooses to opt in, you will enrol them onto the scheme on receipt of an opt-in notice. We will assist you with this process. We will send information to the pension scheme about those non-eligible jobholders who choose to opt in.

8. You are required within five calendar months of your staging date to make a declaration of compliance with the Pensions Regulator. If required by you in writing to assist we will on receipt of the scheme information from you, and the pension scheme provider, assist you in making the declaration with the Pensions Regulator.

Recurring compliance work
9. As part of the preparation of your UK payroll for each payroll period we will:
a. Calculate the deductions to be made from each worker’s pay
b. Calculate the contribution you as employer are obliged to make to the scheme
c. Process through the payroll any refunds from the scheme

10. If your scheme is NEST we will upload the contributions data for each payroll period. Any other scheme you will be responsible for this task unless explicitly stated otherwise on your quote.

11. We will include the pension payments on the following documents:
a. The payroll summary report showing the reconciliation from gross to net for each employee and all relevant payroll totals
b. The payslips for each employee (unless payslips are not required)
c. A report showing your total pension contributions (employees and employers) and due date for payment

12. You must re-enrol eligible job-holders every three years. We recommend that you establish a process for this review. We believe a review of the workforce who have ceased membership of the scheme or who have opted-out three years from the staging date, and every three years thereafter with a view to re-enrolling opted out eligible jobholders if they are still eligible for auto-enrolment, would suffice. We will assist you with this review by providing at the outset a
document detailing the requirement. At the time of the review, if required and requested by you, we will prepare a notice for you to give to the eligible jobholder telling them that they have been enrolled, and setting out what that means for them, and also detailing their right to opt out (and to opt back in again).

Ad hoc and advisory work
13. We will also provide such other taxation ad hoc and advisory services as may be agreed from time to time. These may be the subject of a separate engagement letter, at our option. Where appropriate we will discuss and agree an additional fee for such work when it is commissioned by you. Examples of such work include:
• dealing with any enquiry from the Pensions Regulator
• preparing any amended records which may be required and corresponding with the Regulator as necessary

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

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

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

Your responsibilities
16. You are legally responsible for:
a. ensuring that your payroll and pensions records are correct and complete; and making payment of pension contributions on time

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

17. You will keep and retain the records required by law. These include:
• Records about jobholders and workers: eg name, date of birth, National Insurance number, gross earnings, contributions, gender, address, status within the pension scheme, opt-in notice, opt-out notice and joining notice
• Records about the pension scheme: eg employer pension scheme reference, scheme name and address and other information in respect of specific pension schemes

18. You are responsible for choosing an eligible scheme and for regularly reviewing its suitability.

19. You are responsible for providing all relevant information to the trustees or managers of the Pension scheme within the statutory period.

20. You are responsible for the monitoring of workers age and earnings and agree to advise us on any change in categorisation or status of your workers.

21. You are responsible for monitoring opt-in and opt-out requests and where workers with the right to opt-in or opt-out exercise that right. If required and requested by you we will assist you in providing appropriate information for you to provide to the jobholder.

22. To enable us to carry out our work you agree:

  • to provide full information necessary for dealing with your workers’ pensions: 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. 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 least 5 working days prior to the payroll date of all transactions or events which may need to be considered in relation to auto enrolment obligations for the period, including details of:
    • all new workers and details of their remuneration packages
    • all leavers and details of termination arrangements for all workers
    • changes in categorisation or status of your workers
    • all opt-in and opt-out requests from your workers
    • all remuneration changes for all workers
    • all pension scheme changes

23. You will keep us informed of material changes in circumstances that could affect the pension scheme, workers and deductions. If you are unsure whether the change is material or not please let us know so that we can assess the significance or otherwise; and to authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs.

24. If the information required to complete the services set out above is received less than 5 before the payroll date we will still endeavour to process the payroll to meet the agreed payroll date but we will not be liable for any costs or other losses arising if the payroll is late in these circumstances. We may charge an additional fee of £50+ VAT for work carried out in a shorter time period.

25. Our services as set out above are subject to the limitations on our liability set out in the engagement letter and in our terms of business.